Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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produced or compiled during the course of Employee's employment with Company
regardless of the type of medium in which they are preserved, are the sole and
exclusive property of Company and shall be surrendered to Company upon
Employee's termination of employment and on demand at any time by Company.

7. Non-Waiver of Rights.

Company's failure to enforce at any time any of the provisions of this Agreement
or to require at any time performance by Employee of any of the provisions
hereof shall in no way be construed to be a waiver of such provisions or to
affect either the validity of this Agreement, or any part hereof, or the right
of Company thereafter to enforce each and every provision in accordance with the
terms of this Agreement.

8. Company's Right to Injunctive Relief.

In the event of a breach or threatened breach of any of Employee's duties and
obligations under the terms and provisions of Sections 2, 3 and 5 hereof,
Company shall be entitled, in addition to any other legal or equitable remedies
it may have in connection therewith (including any right to damages that may
suffer), to temporary, preliminary and permanent injunctive relief restraining
such breach or threatened breach. Employee hereby expressly acknowledges that
the harm which might result to Company's business as a result of any
noncompliance by Employee with any of the provisions of Sections 2, 3 or 5 would
be largely irreparable. Employee specifically agrees that if there is a question
as to the enforceability of any of the provisions of Sections 2, 3 or 5 hereof,
Employee will not engage in any conduct inconsistent with or contrary to such
Sections until after the question has been resolved by a final judgement of a
court of competent jurisdiction.

9. Invalidity of Provisions.

If any provision of this Agreement is adjudicated to be invalid or unenforceable
under applicable law in any jurisdiction, the validity or enforceability of the
remaining provisions thereof shall be unaffected as to such jurisdiction and
such adjudication shall not affect the validity or enforceability of such
provisions in any other jurisdiction. To the extent that any provision of this
Agreement is adjudicated to be invalid or unenforceable because it is overbroad,
that provision shall not be void, but rather shall be limited only to the extent
required by applicable law and enforced as to limited. The parties expressly
acknowledge and agree that this Section is reasonable in view of the parties'
respective interests.

10. Employee Representations.

Employee represents that the execution and delivery of the Agreement and
Employee's employment with Company do not violate any previous employment
agreement or other contractual obligation of Employee.

11. Company's Right to Recover Costs and Fees.

Employee agrees that if Employee breaches or threatens to breach this Agreement,
Employee shall be liable for any attorneys' fees and costs incurred by the
Company in enforcing its rights under this Agreement in the event that a court
determines that Employee has breached this Agreement or if the Company obtains
injunctive relief against the Employee and is successful on the merits of its
claim against employee.

12. Employment at Will.

Employee acknowledges that employee is, and at all times will be, an
employee-at-will of Company and nothing contained herein shall be construed to
alter or affect such employee-at-will status.




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