Rosetta Stone 2011 Annual Report Download - page 134

(d) Use of Information of Prior Employers, etc. Executive will abide by any enforceable obligations contained in
any agreements that Executive has entered into with her prior employers or other parties to whom Executive has an obligation of
confidentiality.
(e) Compelled Disclosure. If Executive is required by law or governmental regulation or by subpoena or other valid
legal process to disclose any Proprietary Information or Third Party Information to any Person, Executive will immediately provide
the Company with written notice of the applicable law, regulation or process so that the Company may seek a protective order or other
appropriate remedy. Executive will cooperate fully with the Company and the Company's representatives in any attempt by the
Company, at its sole cost and expense, to obtain any such protective order or other remedy. If the Company elects not to seek, or is
unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that Executive disclose
Proprietary Information or Third Party Information then Executive may disclose such Proprietary Information or Third Party
Information to the extent legally required; provided, however, that Executive will use her reasonable best efforts to ensure that such
Proprietary Information is treated confidentially by each Person to whom it is disclosed.
9. Noncompetition and Nonsolicitation.
(a) Noncompetition and Nonsoliciation.
During Executive's employment, and for a period of twelve (12) months following the termination of Executive's
employment, Executive will not, within any geographic area served or supervised by Executive during the 12-month period
immediately preceding the Termination Date:
(1) render or offer any Competing Service or Product to any client or customer for whom Executive provided a Competing
Service/Product on behalf of Company;
(2) render or offer any Competing Service or Product to any Prospective Customer of Company; or,
(3) participate in the recruitment or hiring of any Company employee to provide any Competing Service or Product.
"Competing Service or Product" means producing or selling software or services used for learning foreign languages, including
English as a foreign language, and any other business carried on by the Company during Executive's employment. A "Prospective
Customer" means any Person that the Executive, or other employee working under the Executive, has entertained discussions with to
become a client or customer of Company at any time during the 12-month period immediately preceding the Termination Date and
who has not explicitly rejected a business relationship with the Company. For purposes of this paragraph 9(a), "Company" includes
Company and any Affiliate to which Executive provided services during her employment.
(b) Acknowledgment. Executive acknowledges that in the course of her employment with the Company and its
Affiliates, she has and will become familiar with the trade
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