Rosetta Stone 2010 Annual Report Download - page 135

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subject of this Agreement has been resolved. After the Effective Date, neither Executive, counsel for Executive, nor any other person
under Executive's control shall disclose any term of this Agreement or the circumstances of Executive's separation from the Company,
except that Executive may disclose such information to Executive's spouse, or as required by subpoena or court order, or to an
attorney or accountant to the extent necessary to obtain professional advice. Executive shall not be entitled to rely upon the foregoing
exception for disclosures pursuant to subpoena or court order unless Executive has given the Company written notice, within three
business days following service of the subpoena or court order.
8. Executive covenants never to disparage or speak ill of the Company or any the Company product or service, or of
any past or present employee, officer or director of the Company, nor shall Executive at any time harass or behave unprofessionally
toward any past, present or future the Company employee, officer or director.
9. Executive acknowledges that because of Executive's position with the Company, Executive may possess
information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative
proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises
from matters with which Executive was involved during Executive's employment with the Company, or that concern matters of which
Executive has information or knowledge (collectively, a "Proceeding"). Executive agrees that Executive shall testify truthfully in
connection with any such Proceeding, shall cooperate with the Company in connection with every such Proceeding, and that
Executive's duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all
such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition
and/or testimony upon the Company's request and without a subpoena. The Company shall reimburse Executive for reasonable out-
of-pocket expenses that Executive incurs in honoring Executive's obligation of cooperation under this Section 9.
10. Miscellaneous Terms and Conditions
(a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or
become, different than the facts or law as believed by the party at the time Executive or it executes this Agreement. Executive and the
Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance
upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this
Agreement.
(b) The parties warrant and represent that they have been offered no promise or inducement except as
expressly provided in this Agreement, and that this Agreement is not in violation of or in conflict with any other agreement of either
party.
(c) All covenants and warranties contained in this Agreement are contractual and shall survive the closing of
this Agreement.
(d) Successors and Assigns. This Agreement shall be binding in all respects upon, and shall inure to the benefit of,
the parties' heirs, successors and assigns.
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