Common use of Reasonableness Clause in Contracts

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, retail food products and devices (the “Profession”); ) (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. The Executive and the Company agree acknowledges that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: (i) the Company has a legitimate interest restrictive covenants contained in protecting this Section are ancillary to and part of an otherwise enforceable agreement, including, without limitation, the Company’s business activities agreements concerning Confidential Information and its currentother consideration in this Agreement, pending, and potential Trade Secrets; (ii) at the time that these restrictive covenants set forth herein are not oppressive to Executive and contain reasonable made, the limitations as to time, scopegeographic scope ,and activity to be restrained, geographical areaas described in this Agreement, are reasonable and do not impose a greater restraint than necessary to protect the value, good will, trade secrets, and activity; other legitimate business interests of the Company, including without limitation, the Company’s or a Company Party’s Confidential Information, client, customer and/or vendor relationships, client and/or customer goodwill, and business productivity, (iii) in the covenants do not harm in any manner whatsoever event of termination of the public interest; Executive’s employment, the Executive’s experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section remain in full force and effect even in the event of the Executive’s chosen professioninvoluntary termination from employment, trade, with or business is in manufacturing, developingwithout Cause, and marketing pharmaceutical drugs, products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Executive by this Agreement and consents to the terms of the Professionrestrictive covenants in this Section, with the knowledge that this Agreement may be terminated at any time in accordance with Sections 4 and 5. The Executive can work acknowledges and agrees that the restrictive period of time, geographic scope and scope of the restricted activity specified herein are reasonable and necessary in many different jobs view of the nature of the business in which the Company is, or will be, engaged and in light of the Executive-level job duties and responsibilities the Executive will be performing for the Company. The Executive acknowledges and agrees that the Company would not have entered into this Agreement but for the Executive’s Profession besides those agreements and obligations pursuant to this Section. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the Parties agree that such restriction will be enforced and/or modified to the maximum extent permitted by law. The Parties agree that in the event of a breach of this Section the Restricted Field; (vi) Period will be extended with respect to the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any breaching party by the period of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Companybreach.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s 's business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s 's business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s 's chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, products and devices (the “"Profession”); ") (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s 's Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s 's Profession, and Executive can earn a livelihood in Executive’s 's Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s 's business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s 's business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s 's chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, retail food products and devices (the “"Profession”); ") (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s 's Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s 's Profession, and Executive can earn a livelihood in Executive’s 's Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secretstrade secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, finance and marketing pharmaceutical drugs, products and devices executive management (the “Profession”); ) (v) the Restricted Field Competitive Activity is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted FieldCompetitive Activity; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company the Company that engages in activities in the Restricted FieldCompetitive Activity, there would be a substantial risk that Executive would inevitably disclose Trade Secrets trade secrets to that companythe Company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business TerritoryCompetitive Activity, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territoryactivities, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees Executives and if Executive were to engage in prohibited activities during the Non-Solicitation Periodrestricted period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers customers, vendors, investors, lenders and other key business relationships and if Executive were to engage in prohibited activities during the Non-Solicitation Periodrestricted period, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, retail food products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, retail food products and devices (the “Profession”); (vProfession”);(v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. The Executive and the Company agree acknowledges that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: (i) the Company has a legitimate interest restrictive covenants contained in protecting this Section are ancillary to and part of an otherwise enforceable agreement, including, without limitation, the Company’s business activities agreements concerning Confidential Information and its currentother consideration in this Agreement, pending, and potential Trade Secrets; (ii) at the time that these restrictive covenants set forth herein are not oppressive to Executive and contain reasonable made, the limitations as to time, geographic scope, geographical areaand activity to be restrained, as described in this Agreement, are reasonable and do not impose a greater restraint than necessary to protect the value, good will, trade secrets, and activity; other legitimate business interests of the Company, including without limitation, the Company’s or a Company Party’s Confidential Information, client, customer and/or vendor relationships, client and/or customer goodwill, and business productivity, (iii) in the covenants do not harm in any manner whatsoever event of termination of the public interest; Executive’s employment, the Executive’s experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section remain in full force and effect even in the event of the Executive’s chosen professioninvoluntary termination from employment, trade, with or business is in manufacturing, developingwithout Cause, and marketing pharmaceutical drugs, products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Executive by this Agreement and consents to the terms of the Professionrestrictive covenants in this Section, with the knowledge that this Agreement may be terminated at any time in accordance with Sections 4 and 5. The Executive can work acknowledges and agrees that the restrictive period of time, geographic scope and scope of the restricted activity specified herein are reasonable and necessary in many different jobs view of the nature of the business in which the Company is, or will be, engaged and in light of the Executive-level job duties and responsibilities the Executive will be performing for the Company. The Executive acknowledges and agrees that the Company would not have entered into this Agreement but for the Executive’s Profession besides those agreements and obligations pursuant to this Section. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the Parties agree that such restriction will be enforced and/or modified to the maximum extent permitted by law. The Parties agree that in the event of a breach of this Section the Restricted Field; (vi) Period will be extended with respect to the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any breaching party by the period of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Companybreach.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, trade or business is in manufacturing, developing, and marketing pharmaceutical drugs, selling retail food products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities Activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, Period it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s 's business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s 's business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession 's chosen profession besides those in the Restricted Field; (viv) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession's chosen profession, and Executive can earn a livelihood in Executive’s Profession 's profession without violating any of the covenants set forth herein; (viivi) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ixvii) the Company directly competes with other companies that engage in Restricted Field activities in within the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (xviii) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Employment Non-Solicitation Period, it would harm the Company; and (xiix) the Company expends considerable resources acquiring, servicing, and retaining its Customers customers and if Executive were to engage in activities prohibited activities during the Non-Solicitation Periodby Section 10.4, it would harm the Company.

Reasonableness. Executive and the Company agree that the covenants set forth in this Agreement are appropriate and reasonable when considered in light of the nature and extent of the Company’s business. Executive further acknowledges and agrees that: that (i) the Company has a legitimate interest in protecting the Company’s business activities and its current, pending, and potential Trade Secretstrade secrets; (ii) the covenants set forth herein are not oppressive to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturingmarketing, developing, selling and marketing pharmaceutical drugs, general management of software products and devices (the “Profession”); ) (v) the Restricted Field Competitive Activity is only a very small or limited part of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted FieldCompetitive Activity; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted FieldCompetitive Activity, there would be a substantial risk that Executive would inevitably disclose Trade Secrets trade secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business TerritoryCompetitive Activity, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territoryactivities, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees Executives and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.

Reasonableness. Executive acknowledges that the restrictions contained in this paragraph 4 are reasonable and necessary to protect the legitimate interests of the Company, that the 8 Company would not have executed this Agreement in the absence of such restrictions, and that any violation of any provision of this paragraph will result in irreparable injury to the Company. By executing this Agreement, Executive represents that Executive’s experience and capabilities are such that the restrictions contained in this paragraph 4 will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. Executive further represents and acknowledges that (i) Executive has been advised by the Company to consult with legal counsel of Executive’s choosing with respect to this Agreement, and (ii) that Executive has had full opportunity, prior to executing this Agreement, to review thoroughly this Agreement with counsel. In the event the provisions of this paragraph 4 shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws. (f) Survival of Provisions. The obligations contained in paragraphs 3, 4, 5, 6, 9, 10, 11, 12, 13, 15, and any other paragraph that contains obligations to be performed following the termination of Executive’s employment with the Company shall survive such termination and shall be fully enforceable thereafter. (g) The parties expressly authorize the Company (which includes all parents, subsidiaries and/or affiliated entities as third party beneficiaries) and its successors and assigns to enforce the Confidentiality, Non-solicitation, and Non-competition provisions. 5. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, and that the Company has no obligation to employ, or retain the services of Executive in the future. 6. Subject to the provisions of paragraph 3(c) and (d), Executive further agrees that Executive will not disparage or subvert the Company, or make any statement reflecting negatively on the Company, its affiliated corporations or entities, or any of their present or former officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s employment and the Company agree termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement. Notwithstanding the above, this paragraph does not limit any form of speech that, as a matter of law, is excluded from a state or federal law pertaining to non- disclosure/confidentiality/non-disparagement provisions, including, but not limited to: communicating with a law enforcement officer or government regulator; responding to a lawfully served judicial, grand jury, or other lawful subpoena; testifying in a judicial or administrative proceeding; conferring with an attorney for purposes of obtaining legal advice; responding to lawful discovery; prosecuting or defending a civil action; or exercising federally protected statutory rights. The parties acknowledge that this provision is to the mutual benefit of both parties and is not intended to prohibit truthful statements or disclosures about alleged unlawful employment practices. 7. Executive understands and agrees that the covenants set forth payments, benefits and agreements provided in this Agreement are appropriate being provided to Executive in consideration for Executive’s acceptance and reasonable when considered execution of, and in light of reliance upon Executive’s representations in, this Agreement, and that they are greater than the nature payments, benefits and extent of the Company’s businessagreements, if any, to which Executive would have received if Executive had not executed this Agreement. Executive further acknowledges and agrees that: (i) that Executive has been paid all wages owed to Executive as of the Company has a legitimate interest in protecting date of Executive’s signing of this Agreement. Executive further acknowledges and agrees that the Company’s business activities and its current, pending, and potential Trade Secrets; (ii) the covenants set forth benefits described herein are not oppressive issued under and pursuant to Executive and contain reasonable limitations as to time, scope, geographical area, and activity; (iii) the covenants do not harm in any manner whatsoever the public interest; (iv) Executive’s chosen profession, trade, or business is in manufacturing, developing, and marketing pharmaceutical drugs, products and devices (the “Profession”); (v) the Restricted Field is only a very small or limited part terms of the Profession, and Executive can work in many different jobs in Executive’s Profession besides those in the Restricted Field; (vi) the covenants set forth herein do not completely restrain Executive from working in Executive’s Profession, and Executive can earn a livelihood in Executive’s Profession without violating any of the covenants set forth herein; (vii) Executive has received and will receive substantial consideration The ADT Corporation Severance Plan for agreeing to such covenants, including without limitation the consideration to be received by Executive under this Agreement; (viii) if Executive were to work for a competing company that engages in activities in the Restricted Field, there would be a substantial risk that Executive would inevitably disclose Trade Secrets to that company; (ix) the Company competes with other companies that engage in Restricted Field activities in the Business Territory, and if Executive were to engage in prohibited activities in the Restricted Field within the Business Territory, it would harm the Company; (x) the Company expends considerable resources on hiring, training, and retaining its employees and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company; and (xi) the Company expends considerable resources acquiring, servicing, and retaining its Customers and if Executive were to engage in prohibited activities during the Non-Solicitation Period, it would harm the Company.U.S.