|AVEXIS, INC. filed this Form S-1 on 01/15/2016|
(c) Solicitation of Employees and Contractors. For the duration of the Employment Period and for 12 months thereafter, the Executive hereby agrees not to employ, either directly or indirectly, or through an Affiliate, any current employee or contractor of the Employer or its Affiliates or any individual who was an employee or contractor of the Employer or its Affiliates at any time during Employment Period, and agrees not to solicit, or contact in any manner that could reasonably be construed as a solicitation, either directly or indirectly, or through an Affiliate, any employee or contractor of the Employer or its Affiliates for the purpose of encouraging such employee or contractor to leave or terminate his employment with the Employer or its Affiliates. For the purposes of this Section 6.01(c), solicitation does not mean a situation in which an employee or contractor of the Employer or its Affiliates initiates contact with the Executive or his Affiliates regarding employment or in which an employee or contractor of the Employer or its Affiliates seeks employment by the Executive or his Affiliates in response to the Executives or his Affiliates general recruiting efforts including, but not limited to, media advertisements and recruiting companies not engaged to perform a targeted search for the Employers employees, provided that the Executive does not, either directly or indirectly, or through an Affiliate, respond to, endeavor or offer to employ, or employ, said employee or contractor of the Employer or its Affiliates.
(d) Solicitation of Vendors. For the duration of the Employment Period and for 12 months thereafter, the Executive hereby agrees not to solicit, either directly or through an Affiliate, a current vendor or supplier of the Employer or its Affiliates for purposes of encouraging such vendor or supplier to cease or diminish providing products or services to the Employer or its Affiliates, or to change adversely the terms under which such vendor or supplier provides such products or services to the Employer or its Affiliates.
(e) Interference. For the duration of the Employment Period and for 12 months thereafter, the Executive hereby agrees not to interfere with the Employers relationship with any person who at the relevant time is an employee, contractor, supplier, or customer of the Employer or its Affiliates.
6.02 Scope. The Executive acknowledges and agrees that the Employer is engaged in or intends to be engaged in business throughout the world and that the marketplace for the Employers businesses, products and services is worldwide, and thus the geographic area, length and scope of the restrictions contained in Section 6.01 are reasonable and necessary to protect the legitimate business interests of the Employer. The duration of the agreements contained in Section 6.01 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. The Employer may, at any time on written notice approved by its Board of Directors, reduce the geographic area, length or scope of any restrictions contained in Section 6.01 and, thereafter, the Executive shall comply with the restriction as so reduced, subject to subsequent reductions. If any covenant in Section 6.01 of this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as an arbitrator or a court of competent jurisdiction may determine to be
reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. In the event of termination of the Executives employment with the Employer for any reason, the Executive consents to the Employer communicating with the Executives new employer, any entity in the Business or through or in connection with which the Executive is restricted hereunder, or any other party about the restrictions and obligations imposed on the Executive under this Agreement.
Article 7: GENERAL PROVISIONS
7.01 Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of Articles 5 and 6 hereof might be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Articles 5 and 6 hereof.
7.02 Covenants of Articles 5 and 6 are Essential and Independent Covenants. The covenants by the Executive in Articles 5 and 6 are essential elements of this Agreement, and without the Executives agreement to comply with such covenants, the Employer would not have entered into this Agreement or employed or continued the employment of the Executive. The Employer and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer. If the Executives employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in Articles 5 and 6.
7.03 Representations and Warranties by the Executive. The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement does not, and the performance by the Executive of the Executives obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (ii) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. This Agreement represents the valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors rights generally and the application of general principles of equity and judicial discretion.
7.04 Obligations Contingent on Performance. The obligations of the Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executives performance of the Executives obligations hereunder.
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