GNC 2010 Annual Report Download - page 224

relief regarding the terms of Sections 5 or 6.2 hereof. The exclusive venue of any such proceeding shall be in the Agreed Venue. The parties
agree (a) to submit to the jurisdiction of any competent court in the Agreed Venue, (b) to waive any and all defenses the Executive may have on
the grounds of lack of jurisdiction of such court and (c) that neither party shall be required to post any bond, undertaking or other financial
deposit or guarantee in seeking or obtaining such equitable relief. Evidence adduced in any such proceeding for an injunction may be used in
arbitration as well. The existence of this right shall not preclude or otherwise limit the applicability or exercise of any other rights and remedies
that a party hereto may have at law or in equity.
6.4 Settlement of Existing Rights. In exchange for the other terms of this Agreement, the Executive acknowledges and agrees that: (a) the
Executive's entry into this Agreement is a condition of employment and/or continued employment with the Company, as applicable; (b) except
as otherwise provided herein, this Agreement will replace any existing employment agreement between the parties and thereby act as a
novation, if applicable; (c) the Executive is being provided with access to Confidential Information, including, without limitation, proprietary trade
secrets of one or more Company Parties, to which the Executive has not previously had access; (d) all Company inventions and intellectual
property developed by the Executive during any past employment with the Company and all goodwill developed with the Company's clients,
customers and other business contacts by the Executive during any past employment with Company, as applicable, is the exclusive property of
the Company; and (e) all Confidential Information and/or specialized training accessed, created, received or utilized by the Executive during any
past employment with Company, as applicable, will be subject to the restrictions on Confidential Information described in this Agreement,
whether previously so agreed or not.
6.5 Entire Agreement; Waiver. This Agreement contains the entire agreement between the Executive and the Company with respect to the
subject matter hereof and supersedes any and all prior understandings or agreements, whether written or oral. No modification or addition
hereto or waiver or cancellation of any provision hereof shall be valid except by a writing signed by the party to be charged therewith. No delay
on the part of any party to this Agreement in exercising any right or privilege provided hereunder or by law shall impair, prejudice or constitute a
waiver of such right or privilege.
6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflict of laws.
6.7 Successors and Assigns; Binding Agreement. The rights and obligations of the parties under this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, personal representatives, successors and permitted assigns. This Agreement is a
personal contract, and, except as specifically set forth herein, the rights and interests of the Executive herein may not be sold, transferred,
assigned, pledged or hypothecated by any party without the prior written consent of the others. As used herein, the term "successor" as it
relates to the Company, shall include, but not be limited to, any successor by way of merger, consolidation or sale of all or substantially all of
such Person's assets or equity interests. 21