Rosetta Stone 2014 Annual Report Download - page 188

that the Company’s ownership of Work Product does include those inventions that: (i) relate to the business of the Company or its
Affiliates or to the actual or demonstrably anticipated research or development relating to the Company’s business; or (ii) result from
any work that Executive performs for the Company or its Affiliates.
(c) Third Party Information. Executive understands that the Company and its Affiliates will receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ part to
maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Executive’s
employment and thereafter, and without in any way limiting the provisions of Sections 8(a) and 8(b) above, Executive shall hold Third
Party Information in the strictest confidence and shall not disclose to anyone (other than personnel of the Company or its Affiliates who
need to know such information in connection with their work for the Company or its Affiliates) or use, except in connection with his
work for the Company or its Affiliates, Third Party Information unless expressly authorized by the Chief Executive Officer in writing.
(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 his 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 his 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 Nonsolicitation.
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 twelve (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