Rosetta Stone 2014 Annual Report Download - page 172

7. Executive represents and warrants to the Company that, prior to the Effective Date, Executive did not disclose to any
person, other than to Executive’s spouse, tax advisor and counsel, the terms of this Release or the circumstances under which the
matter that is the subject of this Release 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 Release 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 Release. 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
Release.
(b) The parties warrant and represent that they have been offered no promise or inducement except as expressly
provided in this Release, and that this Release is not in violation of or in conflict with any other agreement of either party.
(c) All covenants and warranties contained in this Release are contractual and shall survive the closing of this Release.
(d) This Release shall be binding in all respects upon, and shall inure to the benefit of, the parties’ heirs, successors
and assigns.