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December 14, 2004 - Special Meeting Page 16 third party, or use for Porter's own account, without the written consent of the Board, any such information or materials, except as set forth in section 3 (i), unless and until such information becomes generally available to the public through no fault of Porter. Porter agrees that the Board and its affiliates would be irreparably harmed if Porter breaks this promise. Porter also agrees that this promise will never expire. Porter agrees that any violation or breach of the nondisclosure obligations set forth in this Agreement, including, but not limited to, disclosures by Porter, Porter's tax advisor, immediate family or legal counsel will entitle the Board and the County to recover from Porter any and all damages relating to a breach of this Agreement, but will not release Porter from the performance of Porter's obligations hereunder. (g) Implementation. Porter agrees to sign any documents and do anything else that is necessary in the future to implement this Agreement. (h) Cooperation. Porter agrees to cooperate fully with the Board and the County in the defense of any matter in which Porter was involved during Porter's employment. Porter will not assist or participate in the pursuit of any claims or actions brought against any of the Released Parties except as set forth in section 3(i). (i) Notice. If Porter is issued a subpoena or court order or other request by a any entity regarding Porter's employment with or separation from the Board or the County, Porter will give the Board at least 10 days' notice prior to the time noticed for such disclosure, unless such notice is impossible, in which case, Porter will give the Board immediate notice within 24 hours after Porter receive any such subpoena, court order or request. Porter understands that nothing in this Agreement prohibits Porter's compliance with any enforceable subpoena, court order, or request. section 4 - Consequences of Violating Porter's Promises Porter will pay the reasonable costs, expenses, attorneys' fees and any damages the Released Parties may incur as a result of Porter's breach of any promise Porter made in section 3(b) through 3(i) of this Agreement or if any representation Porter made in this Agreement was false when made. Porter acknowledges that the Board and the County would be irreparably harmed by any actual or threatened violation of Section 3 that involves disclosure or use of confidential information or lawful secrets and that the Board and the County will be entitled to an injunction prohibiting Porter from committing any such violation. section 5 - Consideration of Agreement The Board has encouraged Porter to discuss this Agreement with Porter's attorney before signing it and Porter has had the opportunity to do so to the extent she has deemed appropriate. Porter further acknowledges that she (a) carefully read this Agreement¡ (b) fully understands it¡ and (c) is entering into it voluntarily and without relying on any promises, statements or representations by the Board, the County, or its employees, other than those contained in this Agreement. section 6 - Miscellaneous (a) Entire Agreement. This Agreement constitutes the entire agreement between Porter and the Board. It may not be modified or canceled in any manner except by a writing signed by both Porter and the Board. Porter acknowledges that the Board has made no representations or promises to Porter other than those in this Agreement. If any term in this Agreement is found to be invalid or unenforceable, all other provisions will remain fully enforceable. (b) Successors. This Agreement binds the parties and their heirs, administrators, representatives, executors, successors, and assigns, and anyone else claiming through a Party or on a Party's behalf, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns. (c) Interpretation. This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Porter or any Released Party. Unless the context indicates otherwise, the term "or" shall be deemed to include the term "and" and the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the