Preview
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
EXHIBIT A
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
Employment Agreement
This Empicyment Agreement, effective as of January 1, 2010 by and between
Buckingham Badler Associates, Inc. (the "Company") and Arthur Golann (the
"Employee").
Recitals.
A. Employee was previously employed by Buckingham of Ll, LLC and was also
a 20% member of this limited liability company. Employee has agreed to redeem his
limited liability company interest in Buckingham of Ll, LLC and to become an employee of
Buckingham Badler Associates, Inc. Buckingham of LI, LLC is an affiliate of Buckingham
Badler Associates, Inc. and the two companies are going to be merged to form one entity.
B. The Company conducts a general insurance Company business duly licensed
as such by the State of New York.
C. The Company agrees to employ the Employee and Employee accepts
employment as a full-time employee upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, the parties agree as follows:
1 Employment
1.1 Effective as of January 1, 2010, the Company will hire Employee on a full time
basis as a production account executive. Employee's duties under this agreement shall
include ascertaining the particular needs of customers of the Company in the field of
insurance and to solicit and sell such insurance to existing and new clients.
1.2 The Employee will report directly to the President (or such other officers as
directed by the President) of the Company. The Employee accepts this employment and
will render services as required by the Company. The Employee shall devote his best
efforts and all of his business time to the performance of his duties under this Agreement
and shall perform them faithfully, diligently, and competently and In a manner consistent
K:\B\Badler\Corporate\Empkymor.t.Agr.Rev,2.wpd
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
with the policies of the Company as determined from time to time by the President of the
Company.
1.3 Employee shall conduct himself in strict compliance with any and all rules and
regulations prescribed from time to time by the Company and of the Insurance
Commissioner of the State of New York (and in all other states In which the Company is
doing business now or in the future).
1.4 Employee shall devote his full time and attention to the business and interests
of the Company. Employee shall not, during the term of employment with the Company,
be interested directly or indirectly in any manner, as a partner, officer, director, employee,
adviser, consultant, sole proprietor or in any other capacity in any other business engaged
in the insurance industry, nor shall he engage in any other activities that conflict with his
obligations to Company
2 Term of Employment
2.1 The term of Employee's employment by the Company shall commence upon
the effective date of this Agreement, and shall continue for a period of three years, unless
the parties mutually agree to modify the term. Any modification of the term shall be made
in writing and signed by both parties.
2.2 Notwithstanding anything herein to the contrary, the Company shall have the
right to immediately terminate the Employee (without 30 days prior notice) for cause. For
"cause"
the purposes of this Agreement, shall mean (i) an act or acts of dishonesty by
Employee involving his employment by the Company; (II) Employee's failure to diligently
perform his services of employment after having received prior written notice by the
Company setting forth in detail the manner in which he is not performing his duties; (iii)
failure of Employee .to act in a professional manner Including any actions which result in
claims of harassment by the Company's other employees; (iv) Employee's conviction of a
felony or a misdemeanor which is punishable by incarceration, (v) chronic alcoholism or
other substance abuse, and (vi) to commit any act or make any statement deleterious to
the reputation and goodwill of the Company or entities affiliated with the Company, or (vii)
a breach of any covenant contained in this Agreement which has an adverse impact on the
Company's prospects.
K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 2
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
3 Compensation
As full compensation for all services rendered by the Employee to the Company
under this the shall to the Employee, an annual compensation
Agreement, Company pay
of $132,000 per annum, payable in equal bi-weekly installments. The Company shall
deduct from the compensation payable to Employee hereunder all amounts deductible
either by corporate policy or as required by applicable law including withholding tax, FICA,
FUCA, state unemployment insurance and disability insurance, and retirement/pension
contributions. Upon termination of Employee's employment, Employee shall not be entitled
to receive further payment or the furnishing of any benefit by the Company (other than
accrued and unpaid base salary and expenses and benefits which have accrued pursuant
to any plan or by law).
4 Benefits; Expenses
4.1 Employee shall be entitled participate in all benefit plans to the extent, if any,
that he may be eligible to do so under the provisions of such plan or program if any are
adopted by the Company. Those benefit plans may include medical and insurance, life and
accidental death/dismemberment insurance, short and long-term disability, tuition
reimbursement related to the upkeep of his Life Insurance license, 401(k) Plan, stock
purchase plan, vacaticñ and pension plans. The Company shall be authorized to terminate,
modify or amend any such plan or program in the manner and to the extent permitted
therein, and the rights of Employee under any such plan or program shall be subject to any
such right of termination, modificatica or amendment. In the event Employee elects to
participate in the aforesaid benefits plans, he shall be responsible for his proportionate
contribution thereto to the extent required under the terms of such plan.
4.2 The Company shall provide Employee with a corporate credit card which
employee is authorized to use for corporate related expenses. The charges on the credit
card directly related to business activities (including gasoline and entertaining brokers) shall
be paid for by the Company, subject to submission of receipts and other forms of
verification for the expenses incurred in accordance with corporate policy. Notwithstanding
anything herein to the contrary, the amount of reimbursable corporate related expenses
shall not exceed One Hundred Dollars ($100.00) per month.
4.3 The Company shall provide Employee with a computer having a double
K:\B\Badler\Corporate\Employment.Agr.Rev.2,wpd 3
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
screen monitor in order that he can work from his home.
5 Vacations
The Employee shall be entitled to paid vacation as provided by the Company to its
other employees, to be taken at times selected by him, with the prior concurrence of the
Company.
6 Confidential Information
Employee acknowledges that in the performance of his duties under this Agreement
and his prior employment with Buckingham of Ll, LLC, he is being made privy to information
that is or may be unknown to the general public or the insurance industry, and that by virtue
of his employment relationship with the Company (and former empiloyment with
Buckingham of Ll, LLC), he is obtaining information in the nature of trade secrets and
confidential data relating to the Company (and Buckingham of Ll, LLC), their methods of
doing business, including, but not limited to, premium schedules, customer lists, custorner
contacts (including, but not limited to, customers of the Company and Buckingham of Ll,
LLC on whom Employee calls or with whom Employee became acquainted during the term
of his employment), marketing and business plans and strategies, and financial or otner
busiñess information ("Confidential Information"), all of which is of substantial value and
belongs exclusively to the the Company (and to Buckingham of Ll, LLC) . Employee also
will develop relationships with clients of the Company (and formerly with Buckingham of Ll,
LLC) and develop industry contacts which the Company considers to be proprietary.
Employee acknowledges that if Employee were to use such information and be able to
exploit the contacts developed during the course of his employment in competition with the
Company, that this would have a significant adverse effect upon the Company's econornic
prospects. Employee acknowledges that it would have a deleterious impact on the
business and prospects of the Company if any Confidential Information were furnished to,
revealed to or utilized by a competitor of Company. Employee agrees to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it to any
person, firm or corporation or to use it except as necessary in carrying out his work for
Company consistent with Company's agreement with such third party. Employee agrees to
comply with Company's policies and procedures, as applicable from time to time, with
respect to such information
K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 4
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
7 Restrictive Covenant
7.1 As additional consideration for the the Company to enter into this Agreement,
Employee agrees that he will not for a period of two (2) years after termination of this
Agreement, regardless of the reason or cause for such termination:
a. Directly or indirectly solicit any active policy placed by the Company (or
by Buckingham of Li, LLC) as of the date of termination of this Agreement;
b. Directly or indirectly solicit or accept any renewal of any existing policy
placed by the Company (or by Buckingham of Ll, LLC) as of the date of
termination of this Agreement;
c. Directly or indirectly accept the placement of any policy involving any
existing or active file of the Company (or of Buckingham of Ll, LLC) as of the
date of termination, even in the event an unsolicited broker of record or agent
of record letter is received;
d. Divulge, publish or otherwise disclose, either directly or indirectly, to
any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever any Confidential Information of the Company (or of
Buckingham of Ll, LLC) or concerning its clients;
e. Directly or indirectly contact any insurance carrier relative to any active
policy of the Company or in connection with any renewal of an existing policy
or the placement of any policy involving any existing or active file of the
Company (or of Buckingham of Ll, LLC) as of the date of termination;
f. Directly or indirectly solicit, induce, recruit or encourage any of
Company's employees to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of Company, either for Employee or for any other person or entity.
g. Directly or indirectly contact, deal with or transact any business with
and brokers or agents relative to any active policy of the Company or in
connection with any renewal of an existing policy or the placement of any
K:\B\Badler\Corporate\Employ:=nt.Agr.Rev.2.wpd 5
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
policy involving any existing or active file of the Company (or of Buckingham
of Ll, LLC) as of the date of termination.
7.2 Nothing in this Section is intended to prohibit the Employee from engaging
in the insurance business upon termination of his employment with the Company; provided,
however, that in doing so as herein set forth more fully in Section, Employee does not
solicit or contact any past or present broker or customer of the Company (or Buckingham
of LI, LLC) in respect of any existing policy or active file as of the date of termination or
divulge, pub!!sh, reveal or otherwise use for his benefit, the Confidential Information.
7.3 Employee acknowledges that the scope and duration of this restrictive
covenant are reasonable and necessary to protect the Company's legitimate business
interests. Nonetheless, if a court of competent jurisdiction determines that either the scope
and/or duration is excessive, then the terms of this restrictive covenant shall accordingly be
modified.
8 Injunctive Relief
The Employee acknowledges that the representations, warranties and covenants
provided in this Agreement were an inducement to the Company entering into this
Aw cement and that the remedy at law for breach of his covenants under this Agreement
will be inadequate and, accordingly, in the event of any breach or threatened breach by the
Employee of any provision herein, including the discicsure of any Confidential Information
or any form of proscribed solicitation, the Company shall be entitled, in addition to all other
remedies, to an injunction restraining any such breach. It is expressly agreed that if any
portion of this Section is held to be unenforceable in any respect, then the remaining
portions shall be enforced to the maximum extent permitted by law and such enforceability
shall not affect any other portion of this Section or of this Agreement.
9 Returning Company Documents
Employee agrees that, at the time Employee leaves the employ of Company,
Employee will deliver to Company (and will not keep in possession, recreate or deliver to
anyone else) any and all all documents, records, forms, notebooks, client lists, manuals,
or other similar materials containing information regarding the business of the Company (or
of Buckingham of LI, LLC) , its policyholders, its customers or its carriers, whether in print,
K:\B\Badler\Corporate\Emp'cymcñ:.Agr.Rev.2.wpd 6
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
machine readable format or other media, or reproductions of any aforementioned items
developed by Employee pursuant to employment with Company or otherwise belonging to
Company, its successors or assigns.
10 Conflicting Employment
Employee agrees that, during the term of his employment with Company, Employee
will not engage in any other employment, occupation, consulting or other business activity
directly related to the business in which the Company is now involved or becomes involved
during the term of his employment, nor will Employee engage in any other activitics that
conflict with his obligations to Company.
11 Assignment
The services to be rendered hereunder are persoña| to the Employee. Accordingly,
the Employee shall not assign his rights under this Agreement to any other party. The
Company may assign its rights under this Agrssment to any affiliate or any successor, by
way of acquisition, merger or otherwise, of all or any part of the business of the Company
"Company"
or its assets. Following any such assignment or succession, the term shall be
"affiliate"
deemed to mean such assignee or successor. As used in this this paragraph, shall
mean any entity controlled by or under common control with the Company.
12 Miscellaneous
12.1 Construction. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing the Agreement
to be drafted.
12.2 Entire Agreement. This agreement contains a complete statement of all the
arrangements between the Company and the Employee with respect to its subject matter,
supersedes all previous agreements, writteñ or oral, among them relating to its subject
matter, and cannot be modified, amended, or terminated orally. Amendmeñts be made
may
to this Agreement at any time if mutually agreed upon in writing.
12.3 AII notices to the parties as provided in this Agreement shall be made in
writing, certified mail, retum receipt requested, to the parties as follows:
K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 7
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018
. Arthur Golann
353 Central Avenue
Deer Park, NY 11729
Buckingham Badler Associates, Inc.
286 Richmond Valley Road
Staten Island, New York 10309
Either party hereto may change the address to which such notice or communication
shall be sent by giving written notice to the other party herete of such address.
12.4 Waiver. The
Preview
FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 EXHIBIT A FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 Employment Agreement This Empicyment Agreement, effective as of January 1, 2010 by and between Buckingham Badler Associates, Inc. (the "Company") and Arthur Golann (the "Employee"). Recitals. A. Employee was previously employed by Buckingham of Ll, LLC and was also a 20% member of this limited liability company. Employee has agreed to redeem his limited liability company interest in Buckingham of Ll, LLC and to become an employee of Buckingham Badler Associates, Inc. Buckingham of LI, LLC is an affiliate of Buckingham Badler Associates, Inc. and the two companies are going to be merged to form one entity. B. The Company conducts a general insurance Company business duly licensed as such by the State of New York. C. The Company agrees to employ the Employee and Employee accepts employment as a full-time employee upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows: 1 Employment 1.1 Effective as of January 1, 2010, the Company will hire Employee on a full time basis as a production account executive. Employee's duties under this agreement shall include ascertaining the particular needs of customers of the Company in the field of insurance and to solicit and sell such insurance to existing and new clients. 1.2 The Employee will report directly to the President (or such other officers as directed by the President) of the Company. The Employee accepts this employment and will render services as required by the Company. The Employee shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently, and competently and In a manner consistent K:\B\Badler\Corporate\Empkymor.t.Agr.Rev,2.wpd FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 with the policies of the Company as determined from time to time by the President of the Company. 1.3 Employee shall conduct himself in strict compliance with any and all rules and regulations prescribed from time to time by the Company and of the Insurance Commissioner of the State of New York (and in all other states In which the Company is doing business now or in the future). 1.4 Employee shall devote his full time and attention to the business and interests of the Company. Employee shall not, during the term of employment with the Company, be interested directly or indirectly in any manner, as a partner, officer, director, employee, adviser, consultant, sole proprietor or in any other capacity in any other business engaged in the insurance industry, nor shall he engage in any other activities that conflict with his obligations to Company 2 Term of Employment 2.1 The term of Employee's employment by the Company shall commence upon the effective date of this Agreement, and shall continue for a period of three years, unless the parties mutually agree to modify the term. Any modification of the term shall be made in writing and signed by both parties. 2.2 Notwithstanding anything herein to the contrary, the Company shall have the right to immediately terminate the Employee (without 30 days prior notice) for cause. For "cause" the purposes of this Agreement, shall mean (i) an act or acts of dishonesty by Employee involving his employment by the Company; (II) Employee's failure to diligently perform his services of employment after having received prior written notice by the Company setting forth in detail the manner in which he is not performing his duties; (iii) failure of Employee .to act in a professional manner Including any actions which result in claims of harassment by the Company's other employees; (iv) Employee's conviction of a felony or a misdemeanor which is punishable by incarceration, (v) chronic alcoholism or other substance abuse, and (vi) to commit any act or make any statement deleterious to the reputation and goodwill of the Company or entities affiliated with the Company, or (vii) a breach of any covenant contained in this Agreement which has an adverse impact on the Company's prospects. K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 2 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 3 Compensation As full compensation for all services rendered by the Employee to the Company under this the shall to the Employee, an annual compensation Agreement, Company pay of $132,000 per annum, payable in equal bi-weekly installments. The Company shall deduct from the compensation payable to Employee hereunder all amounts deductible either by corporate policy or as required by applicable law including withholding tax, FICA, FUCA, state unemployment insurance and disability insurance, and retirement/pension contributions. Upon termination of Employee's employment, Employee shall not be entitled to receive further payment or the furnishing of any benefit by the Company (other than accrued and unpaid base salary and expenses and benefits which have accrued pursuant to any plan or by law). 4 Benefits; Expenses 4.1 Employee shall be entitled participate in all benefit plans to the extent, if any, that he may be eligible to do so under the provisions of such plan or program if any are adopted by the Company. Those benefit plans may include medical and insurance, life and accidental death/dismemberment insurance, short and long-term disability, tuition reimbursement related to the upkeep of his Life Insurance license, 401(k) Plan, stock purchase plan, vacaticñ and pension plans. The Company shall be authorized to terminate, modify or amend any such plan or program in the manner and to the extent permitted therein, and the rights of Employee under any such plan or program shall be subject to any such right of termination, modificatica or amendment. In the event Employee elects to participate in the aforesaid benefits plans, he shall be responsible for his proportionate contribution thereto to the extent required under the terms of such plan. 4.2 The Company shall provide Employee with a corporate credit card which employee is authorized to use for corporate related expenses. The charges on the credit card directly related to business activities (including gasoline and entertaining brokers) shall be paid for by the Company, subject to submission of receipts and other forms of verification for the expenses incurred in accordance with corporate policy. Notwithstanding anything herein to the contrary, the amount of reimbursable corporate related expenses shall not exceed One Hundred Dollars ($100.00) per month. 4.3 The Company shall provide Employee with a computer having a double K:\B\Badler\Corporate\Employment.Agr.Rev.2,wpd 3 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 screen monitor in order that he can work from his home. 5 Vacations The Employee shall be entitled to paid vacation as provided by the Company to its other employees, to be taken at times selected by him, with the prior concurrence of the Company. 6 Confidential Information Employee acknowledges that in the performance of his duties under this Agreement and his prior employment with Buckingham of Ll, LLC, he is being made privy to information that is or may be unknown to the general public or the insurance industry, and that by virtue of his employment relationship with the Company (and former empiloyment with Buckingham of Ll, LLC), he is obtaining information in the nature of trade secrets and confidential data relating to the Company (and Buckingham of Ll, LLC), their methods of doing business, including, but not limited to, premium schedules, customer lists, custorner contacts (including, but not limited to, customers of the Company and Buckingham of Ll, LLC on whom Employee calls or with whom Employee became acquainted during the term of his employment), marketing and business plans and strategies, and financial or otner busiñess information ("Confidential Information"), all of which is of substantial value and belongs exclusively to the the Company (and to Buckingham of Ll, LLC) . Employee also will develop relationships with clients of the Company (and formerly with Buckingham of Ll, LLC) and develop industry contacts which the Company considers to be proprietary. Employee acknowledges that if Employee were to use such information and be able to exploit the contacts developed during the course of his employment in competition with the Company, that this would have a significant adverse effect upon the Company's econornic prospects. Employee acknowledges that it would have a deleterious impact on the business and prospects of the Company if any Confidential Information were furnished to, revealed to or utilized by a competitor of Company. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out his work for Company consistent with Company's agreement with such third party. Employee agrees to comply with Company's policies and procedures, as applicable from time to time, with respect to such information K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 4 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 7 Restrictive Covenant 7.1 As additional consideration for the the Company to enter into this Agreement, Employee agrees that he will not for a period of two (2) years after termination of this Agreement, regardless of the reason or cause for such termination: a. Directly or indirectly solicit any active policy placed by the Company (or by Buckingham of Li, LLC) as of the date of termination of this Agreement; b. Directly or indirectly solicit or accept any renewal of any existing policy placed by the Company (or by Buckingham of Ll, LLC) as of the date of termination of this Agreement; c. Directly or indirectly accept the placement of any policy involving any existing or active file of the Company (or of Buckingham of Ll, LLC) as of the date of termination, even in the event an unsolicited broker of record or agent of record letter is received; d. Divulge, publish or otherwise disclose, either directly or indirectly, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever any Confidential Information of the Company (or of Buckingham of Ll, LLC) or concerning its clients; e. Directly or indirectly contact any insurance carrier relative to any active policy of the Company or in connection with any renewal of an existing policy or the placement of any policy involving any existing or active file of the Company (or of Buckingham of Ll, LLC) as of the date of termination; f. Directly or indirectly solicit, induce, recruit or encourage any of Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Company, either for Employee or for any other person or entity. g. Directly or indirectly contact, deal with or transact any business with and brokers or agents relative to any active policy of the Company or in connection with any renewal of an existing policy or the placement of any K:\B\Badler\Corporate\Employ:=nt.Agr.Rev.2.wpd 5 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 policy involving any existing or active file of the Company (or of Buckingham of Ll, LLC) as of the date of termination. 7.2 Nothing in this Section is intended to prohibit the Employee from engaging in the insurance business upon termination of his employment with the Company; provided, however, that in doing so as herein set forth more fully in Section, Employee does not solicit or contact any past or present broker or customer of the Company (or Buckingham of LI, LLC) in respect of any existing policy or active file as of the date of termination or divulge, pub!!sh, reveal or otherwise use for his benefit, the Confidential Information. 7.3 Employee acknowledges that the scope and duration of this restrictive covenant are reasonable and necessary to protect the Company's legitimate business interests. Nonetheless, if a court of competent jurisdiction determines that either the scope and/or duration is excessive, then the terms of this restrictive covenant shall accordingly be modified. 8 Injunctive Relief The Employee acknowledges that the representations, warranties and covenants provided in this Agreement were an inducement to the Company entering into this Aw cement and that the remedy at law for breach of his covenants under this Agreement will be inadequate and, accordingly, in the event of any breach or threatened breach by the Employee of any provision herein, including the discicsure of any Confidential Information or any form of proscribed solicitation, the Company shall be entitled, in addition to all other remedies, to an injunction restraining any such breach. It is expressly agreed that if any portion of this Section is held to be unenforceable in any respect, then the remaining portions shall be enforced to the maximum extent permitted by law and such enforceability shall not affect any other portion of this Section or of this Agreement. 9 Returning Company Documents Employee agrees that, at the time Employee leaves the employ of Company, Employee will deliver to Company (and will not keep in possession, recreate or deliver to anyone else) any and all all documents, records, forms, notebooks, client lists, manuals, or other similar materials containing information regarding the business of the Company (or of Buckingham of LI, LLC) , its policyholders, its customers or its carriers, whether in print, K:\B\Badler\Corporate\Emp'cymcñ:.Agr.Rev.2.wpd 6 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 machine readable format or other media, or reproductions of any aforementioned items developed by Employee pursuant to employment with Company or otherwise belonging to Company, its successors or assigns. 10 Conflicting Employment Employee agrees that, during the term of his employment with Company, Employee will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of his employment, nor will Employee engage in any other activitics that conflict with his obligations to Company. 11 Assignment The services to be rendered hereunder are persoña| to the Employee. Accordingly, the Employee shall not assign his rights under this Agreement to any other party. The Company may assign its rights under this Agrssment to any affiliate or any successor, by way of acquisition, merger or otherwise, of all or any part of the business of the Company "Company" or its assets. Following any such assignment or succession, the term shall be "affiliate" deemed to mean such assignee or successor. As used in this this paragraph, shall mean any entity controlled by or under common control with the Company. 12 Miscellaneous 12.1 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing the Agreement to be drafted. 12.2 Entire Agreement. This agreement contains a complete statement of all the arrangements between the Company and the Employee with respect to its subject matter, supersedes all previous agreements, writteñ or oral, among them relating to its subject matter, and cannot be modified, amended, or terminated orally. Amendmeñts be made may to this Agreement at any time if mutually agreed upon in writing. 12.3 AII notices to the parties as provided in this Agreement shall be made in writing, certified mail, retum receipt requested, to the parties as follows: K:\B\Badler\Corporate\Employment.Agr.Rev.2.wpd 7 FILED: NASSAU COUNTY CLERK 08/15/2018 02:50 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 84 RECEIVED NYSCEF: 08/15/2018 . Arthur Golann 353 Central Avenue Deer Park, NY 11729 Buckingham Badler Associates, Inc. 286 Richmond Valley Road Staten Island, New York 10309 Either party hereto may change the address to which such notice or communication shall be sent by giving written notice to the other party herete of such address. 12.4 Waiver. The