Rosetta Stone 2011 Annual Report Download - page 228

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.
(e) Governing Law; Jurisdiction. All questions or disputes concerning this Agreement and the exhibits hereto will be
governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving
effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of
Virginia. The parties hereby: (i) submit to the non-exclusive jurisdiction of any state or federal court sitting in the
Commonwealth of Virginia in any action or proceeding arising out of or relating to this Agreement; and (ii) agree
that all claims in respect of such action or proceeding may be heard or determined in any such court. Each party
hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. The
parties hereby agree that a final judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law..
(f) Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction
and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the
remainder of this Agreement in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is
declared void or unenforceable, then this Agreement shall be null and void and both parties shall be restored to the
positions that they occupied before the Agreement's execution (meaning that, among other things, all sums paid by
the Company pursuant to Section 1,
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