If any clause, term or provision of this Non-Compete Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Non-Compete Agreement and the application of such clause, term or provision to persons or circumstances other than those to which it is invalid and unenforceable, shall not be affected thereby, and each clause, term and provision of this Non-Compete Agreement shall be valid and be enforced to the fullest extent permitted by law.  If any court of competent jurisdiction refuses to enforce any clause, term, or provision of this Non-Compete Agreement as written, the other clauses, terms, and provisions shall stand, and the court shall modify the clause, term, or provision at issue to the minimum extent necessary to make it enforceable under applicable law, and shall enforce it as so modified.