Exhibit 10.23
  
  Senior
Strategic Advisor
  you would be required to repay $54,375 (3/6ths) to Real




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It is also our policy that employees not engage in activities or investments that may conflict with
Reals business interests. I understand that you may be involved in other existing investments or
Board/Advisory positions or consulting activities with other companies. Real requires you to
identify those activities and companies for our records, and to update this list from time to time
as applicable. As we have discussed, your participation as a member of the Board of Directors at
Helio has been identified and approved by Real Networks. Of course you would excuse yourself from
any meeting in which a conflict of interest with your role at Real Networks would occur.




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REALNETWORKS, INC.
DEVELOPMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT
 th
  1.
    
    Company Property.Company Property means all records, files, notebooks, manuals,
objects, devices, supplies, materials, recordings, drawings, models, computer programs,
prototypes, equipment, inventory and other materials, or copies thereof, in electronic or
paper form, that have been created, used or obtained by Real, as well as Trade Secrets,
Confidential Information and Employee Developments and all business revenues and fees produced
or transacted through your efforts. You agree that all Company Property is and shall remain
the property of Real. You will preserve and use the Company Property only for the benefit of
Real and the Real business, and you will return all Company Property to Real upon Real request
or upon termination of your employment (whether voluntary or involuntary).
 2.
    
    Confidential Information and Employee Developments.As used in this Agreement, the following terms shall have the meanings shown.
 Employee Development
 Trade Secret
 Confidential Information




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customers. Important assets of Real Company are its Confidential Information, Trade
Secrets and Employee Developments. You recognize that Real Company has a vital and substantial
interest in maintaining confidentiality of Trade Secrets and Confidential Information to
maintain a stable work force, continuing positive business relationships and minimizing damage
to or interference with business. You also recognize and acknowledge that your employment
exposes you to programming, concepts, designs and other information proprietary to Real Company
and third parties with who Real does business, and creates a relationship of trust and
confidence between you and Real with respect to any such information.Obligations with Respect to Employee Developments. All Employee Developments shall be
considered works made for hire by you for Real and prepared within the scope of your employment.
Under U.S. Copyright Law, all such materials shall, upon creation, be owned exclusively by
Real. To the extent that any such material, under applicable law, shall be deemed not to be
works made for hire, you hereby assign to Real all right, title and interest in and to such
materials, in the United States and foreign countries, without further consideration, and Real
shall be entitled to register and hold in its own name all copyrights, patents and trademarks in
respect to such materials. You agree to promptly and completely disclose in writing to Real
details of all original works of your authorship, discoveries, concepts, or ideas. You agree to
apply, at Reals request and expense, for any patent or other legal protection of Employee
Developments and to sign and deliver any applications, assignments or other documents as Real
may reasonably require. Real shall have the exclusive right to all Employee Developments without
additional consideration to you, including but not limited to the right to own, make, use, sell,
have made, rent, lease, lend, copy, prepare derivative works of, perform or display publicly.You Own Personal Inventions. You shall not be required to assign to Real any of your
rights in any personal invention you developed entirely on your own time without using Reals
equipment, supplies, facilities, Trade Secrets or Confidential Information, except for those
inventions that either: (1) relate at the time of conception or reduction to practice of the
invention directly to Reals actual or demonstrably anticipated business or (2) result from any
work performed by you for Real. You acknowledge notice by Real that the prior paragraph does not
apply to any personal invention as described in this paragraph. You agree that this satisfies
the requirements of Washington state law.Restrictions on Use and Disclosure of Trade Secrets and Confidential Information.
During your employment with Real and for so long thereafter as the information remains a Trade
Secret or Confidential Information, you shall not use, reproduce, disclose, or permit any person
to obtain or use any Trade Secret or Confidential Information of Real (whether or not it is in
written or tangible form), except as specifically authorized in writing by Real. You shall use
the highest degree of care in safeguarding Trade Secrets and Confidential Information against
loss, theft, or other inadvertent disclosure. You further agree that any Trade Secrets,
Confidential Information, copyrightable works or materials or copies of them that enter into
your possession, by reason of employment, are the sole property of Real and shall not be used in
any manner adverse to Reals best interests. You agree not to remove any Confidential
Information or Trade Secret from Reals premises except in pursuit of Reals business.Upon Reals request at any time, or upon your termination of employment (whether voluntary or
involuntary), you shall deliver to Real, and shall not retain for your own or anothers use, any
and all originals or copies of Employee Developments, Trade Secrets, Confidential Information
and Company Property. Your obligations under this Agreement supplement and do not supersede or
limit other obligations you have to Real or rights or remedies of Real including without
limitation those under the Washington Uniform Trade Secrets Act.3.
    
    Your Warranties. You agree to perform at all times faithfully, industriously and to
the best of your ability all duties and functions consistent with your position and to abide
by any general employment guidelines or policies adopted by Real. You acknowledge that your
employment is in no way conditioned upon your disclosure to Real of confidential information
or trade secrets of others, and you agree not to improperly obtain, disclose to Real, or
induce Real to use, any confidential information or trade secrets belonging to any third
party. You represent that the execution of this Agreement, your employment with Real, and the
performance of your proposed duties to Real will not violate any agreements or obligations you
may have to any former employer or third party and you are not subject to any restrictions
which would prevent or limit you from carrying out your duties for Real.4.
    
    Non-Competition. You acknowledge that Real is engaged in a highly competitive
business and that by virtue of the position in which you are employed, you will perform
services that are of competitive value to Real and which if used in competition with Real
could cause it serious harm. Therefore, you agree not to work for any Competitor during your
employment with Real (including after work hours, weekends and vacation time), even
if only organizational assistance or limited consultation is involved. During your employment
with Real, you agree not to publish, design or develop computer software that competes with Real
software products (either existing or under development). Further, you agree that for a period
of one (1) year after the termination of your employment with Real, whether voluntary or not,
you will not directly or indirectly be employed by, own, manage, consult with or join any
business or entity that is in competition with Real or with products or services produced, sold
or in




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development by Real during the term of your employment. Ownership of 1% or less of the
stock (publicly or privately held) of a competitor of Real shall not be a breach of this
paragraph. You acknowledge that Real competes in a global marketplace and that the duration and
scope of this noncompetition provision is reasonable and necessary to protect Real interests.
You authorize a court to restrict you to the maximum extent allowed.5.
    
    Nonsolicitation. You recognize that Reals workforce is a vital part of its
business. You agree that for a period of one (1) year after your employment ends, whether
voluntarily or not, you will not induce or attempt to influence, directly or indirectly, any
employee of Real to terminate his/her employment with Real or to work for you or any other
entity. You agree that this means you will not identify to a third party Real employees as
potential candidates for employment. You further agree not to, directly or indirectly, solicit
or assist in soliciting orders from any current or known prospective customers or to encourage
them to terminate their business relationship or negotiations with Real.6.
    
    Return of Property. You represent that you will return to Real all company-owned
property in your possession or control, including but not limited to credit cards, keys,
access cards, company-owned equipment, computers and related equipment, customer lists, files,
memoranda, documents, price lists, and all other trade secrets and/or confidential Real
information, and all copies thereof, whether in electronic or other form.7.
    
    Deductions from Pay. You authorize Real to deduct from your compensation the value of
any Company Property not returned or the amount of any sums owed to Real by you, and you
release Real from any claims based upon such withholding.8.
    
    Miscellaneous. This Agreement together with the terms of your offer letter constitute
the complete and entire agreement between us, and supersedes and cancels all prior
understandings, correspondence and agreements, oral and written, express or implied, between
us relating to the subject matter hereof. This Agreement can only be amended or waived by a
written document signed by Real and you. The waiver of any breach of this Agreement or the
failure to enforce any provision shall not waive any later breach. Real and you both consent
to the other giving third parties notification of the existence and terms of this Agreement.
This Agreement shall become effective only when executed by Real and then shall be binding
upon and inure to the benefit of Real and you, and each of our successors, assigns, heirs or
legal representatives, except that you may not assign or delegate any rights or duties under
this Agreement. This Agreement will be interpreted and enforced in accordance with the laws
of the State of Washington as applied to agreements made and performed in Washington, without
regard to the States conflict of laws provisions. Jurisdiction and venue in any proceeding
either at law or in equity, of or relating to this Agreement shall be in King County,
Washington. You agree that Real may be irreparably harmed by a breach by you of this
Agreement, that adequate remedies may not exist in law, and that Real shall be entitled to
bring an action for a preliminary or permanent injunction or restraining order to enforce this
Agreement. You acknowledge that your experience and capabilities are such that an injunction
to enforce this Agreement will not prevent you from earning a reasonable livelihood. Your
claims against Real shall not be a defense to Reals enforcement of this Agreement. In case
any term in this Agreement shall be held invalid, illegal or unenforceable in whole or in
part, the validity of the remaining terms of the Agreement shall not be affected.
   REALNETWORKS, INC.
    
    EMPLOYEEBy:
    
    /s/ Sid Ferrales
    
    Signature:
    
    /s/ Michael LunsfordName:
    
    Sid Ferrales
    
    Printed Name:
    
    Michael LunsfordTitle:
    
    SVP Human Resources
    
    Social Security Number: