Oracle 2010 Annual Report Download - page 147

11. Non-Disparagement. Epstein agrees that he will not disparage Oracle, or make or solicit any comments, statements, or the like to the media or to others,
which may reasonably be considered to be disparaging, derogatory, or injurious to the business reputation of Oracle. Oracle agrees that its executive
management team will not disparage Epstein, or make or solicit any comments, statements, or the like to the media or to others, which may reasonably be
considered to be disparaging, derogatory, or injurious to the business reputation of Epstein.
12. Cooperation. Epstein agrees that he will reasonably and in good faith cooperate with Oracle to effectuate an orderly transfer of responsibilities to other
person(s) and will also reasonably and in good faith cooperate in any investigation, defense or prosecution of any matters or any claims that may be
brought by or against Oracle.
13. Right to Counsel. Epstein warrants that he is hereby advised to and has had the opportunity to be represented by legal counsel regarding his claims, other
potential claims, and this Agreement.
14. Attorneys’ Fees. Each party shall pay its own attorneys’ fees, if any, incurred in connection with the negotiation and drafting of this Agreement. Each
party shall release and forever hold the other harmless from any liability to their attorneys for payment of such fees pursuant to any agreement or
understanding between each party and their attorneys.
15. No Reliance. The parties warrant that in agreeing to the terms of this Agreement, they have not relied in any way upon any representations or statements
of the other party regarding the subject matter hereof or the basis or effect of this Agreement other than those representations or statements contained
herein. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.
16. Enforceability. If any part of this Agreement shall be determined to be illegal, invalid or unenforceable, the remaining part shall not be affected thereby,
and the illegal, unenforceable or invalid parts shall be deemed not to be a part of this Agreement.
17. Modifications. This Agreement may be changed only by an agreement in writing signed by Epstein and Oracle.
18. Legal Proceedings. In the event that legal proceedings are initiated for the purpose of enforcing the terms of this Agreement, the prevailing party in any
such proceeding shall be entitled to an award of reasonable attorneys’ fees and costs incurred in bringing or defending such action. It is further agreed that
the prevailing party shall be entitled to an award of reasonable attorneys’ fees and
Source: ORACLE CORP, 10-K, June 28, 2011 Powered by Morningstar® Document Research℠