Common use of Enforcement and Severability Clause in Contracts

Enforcement and Severability. The Executive agrees that the restrictions on the Executive’s activities contained in this Agreement, particularly those in Section 5 above, are reasonable and necessary to protect the Company, including its property, rights and goodwill. If any of the restrictions on the Executive’s activities are deemed to be invalid or unenforceable based upon their duration or extent or otherwise, the parties agree that such provisions shall be modified to make them enforceable to the fullest extent permitted by law (in recognition of the parties’ intention that the restrictions are intended to provide the Company with the maximum protections permitted by law). Whenever possible, each term and covenant of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any term or covenant of this Agreement shall be prohibited by or be invalid under applicable law, such term or covenant shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such term or covenant or the remaining terms or covenants of this Agreement. The parties expressly agree that this Agreement if and as modified in accordance with this paragraph shall be binding and enforceable against each of them. The parties also acknowledge that the “Background” section is true and accurate in all respects and is an integral part of this Agreement.