If any pro v i s ion of this Agreement sha ll be found by a court of competent jurisdiction to be inva lid or unenforceable , in who le or in part , then such provi s ion s hall be construed and / or modified or re s tricted to the extent and in the manner nece ssa ry to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify the Agreement so that, once modified, the Agreement wi ll be enforceable to the maximum extent permitted by the l aw in existence at the time of the requested enforcement.