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all other trade secrets and/or confidential RN information, and all copies thereof,whether in electronic or other form.     6. Waiver and Release of Claims by You.               *A. In exchange for the consideration provided to you in this Agreement, to which youotherwise would not be entitled, you knowingly and voluntarily, unconditionally and forever,waive and release any and all claims (including those for attorneys’ fees), causes of actionand rights, whether known or unknown, contingent or non-contingent, contractual orotherwise, against Real or its parent, subsidiary or affiliated companies, and its or theirrespective directors, officers, agents, insurers, representatives and employees, past orpresent, and each of their successors (“Releasees”). You make this commitment even thoughyou may not know, as of Effective Date, all of the claims you may lawfully have against theReleasees, and you are giving up the opportunity to pursue the claims to a trial and havedamages set by a judge and/or jury. You are making this release for all persons or entitiesthat might claim through you or on your behalf.*               *B. You acknowledge that the claims that you are releasing include, but are not limitedto (i) claims relating to your right to purchase shares of stock of RealNetworks, Inc.including without limitation claims for fraud, breach of fiduciary duty, or breach offederal or state securities regulations, and (ii) claims for wrongful discharge, negligentor intentional interference with contract or economic advantage, personal injury,misrepresentation, promissory estoppel, unfair business practices, negligent or intentionalinfliction of emotional distress, defamation, libel, slander, breach of contract, wage andhour violations including violations of the Fair Labor Standards Act; compensation oremployee benefits alleged to be owed to you; discrimination and/or harassment in violationof any local, state, or federal law such as the Age Discrimination in Employment Act, EqualPay Act, Title VII of the Civil Rights Act of 1964, Civil Rights Act of 1991, section 1981of the Civil Rights Act of 1866, the Americans with Disabilities Act (but not as to claimsthat may arise after the Effective Date of this Agreement), the Rehabilitation Act of 1973(sections 503 and 504), the Older Workers’ Benefit Protection Act, and the Washington LawAgainst Discrimination ; claims under the Family and Medical Leave Act, EmployeeRetirement Income Security Act of 1974, The Workers Adjustment and Retraining NotificationAct, as well as any other federal, state or local statutes, administrative regulations orlegal doctrines prohibiting discrimination and/or harassment or otherwise governing claimsarising out of or relating to employment or the termination thereof. You understand thatthis release binds you and your heirs and assigns.**This release does not extend to any obligations incurred under this Agreement. In the eventyou breach this Agreement, RN shall have the right to reimbursement of monies paid underSection 3.*     7. Confidentiality. You agree that you will keep the terms of this Agreementconfidential and will not disclose the facts or terms to anyone except members of yourimmediate family, attorney or counselor, and persons assisting you in financial planning orincome tax preparation, provided that these people agree to keep the informationconfidential. Without limiting the foregoing, you agree that it shall be a breach of thisprovision for you to in any way disclose, discuss, or characterize the Agreement to thirdparties.     8. Non-Disparagement. You agree not to make any statements, verbally or inwriting, about RN, any of its officers or employees in any manner that is intended to, ordoes call
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into question its or their morality, conduct, managerial or business ability or plans,character, or business judgment; provided that you may respond accurately and fully to anyquestion, inquiry or request for information when required by legal process.     9. Business Protections. You acknowledge that you have previously signedcertain agreements with Real, which may contain ongoing obligations that survive thetermination of your employment, including obligations relating to use of confidentialinformation, non-solicitation and non-competition. You acknowledge that you are bound bythese obligations, to the fullest extent permitted by law, and you agree that you willcomply fully with these obligations in the future.     10. Free and Voluntary Act of Employee. You agree that you are entering intothis Agreement as a free and voluntary act and that you have been given at least 21 days todecide whether to sign this Agreement, and sign it only after full reflection and analysis.You further acknowledge that you have been advised to obtain an attorney’s independentcounsel and advice, and that you have read this Agreement carefully and fully understand allof its provisions. If you choose to sign this Agreement prior to the expiration of the 21day period, you acknowledge and agree that you had adequate time and opportunity to fullyconsider your rights and this release of them. In signing this Agreement, you do so of yourown free will, and you have been provided with a copy of the Agreement.     11. Revocation. Youmay revoke this Agreement by returning payment in full ofany sums paid under this Agreement and a written notice of revocation to RealNetworks, Inc.c/o VP Human Resources, within seven (7) days of your execution of this Agreement. Unlessrevoked in accordance with this Paragraph, the Agreement will become final and irrevocableon the 8th day following your execution of the Agreement.     12. No Admission of Liability. This Agreement shall not be construed as anadmission by RN or you of any wrongdoing, or improper conduct, liability, breach of anyagreement between you and RN, or any violation of any statute, law or regulation. Bothparties agree that neither this Agreement nor any of its terms or conditions will be offeredor received in evidence in any proceeding or used in any manner as an admission ofwrongdoing or liability on either party’s part.     13. Litigation Assistance to RN. In the event that any charge, complaint orlawsuit is filed by or against RN, you agree to provide reasonable cooperation to RN in theprosecution or defense of the same. Such cooperation may include, without limitation,meeting with and providing information to RN’s agents and attorneys upon reasonable noticeand at mutually agreed upon times and places. RN will use its insurance policy(ies) toprovide coverage to you relating to claims arising out of your reasonable, good faithperformance of your job responsibilities to the extent such insurance covers any suchclaim. Such coverage includes meeting any deductibles on your behalf and isintended to provide you coverage which neither increases nor decreases the protections youhave and the caveats to such protection as if you were an on-going executive of RN.     14. No Assistance with Claims Against RN. You agree that you will notencourage or voluntarily assist any current or former employee of RN in evaluating, filingor pursuing a claim or complaint against any of the Releasees; provided that this is notintended to prevent you from cooperating fully and truthfully in any governmentalinvestigation or from testifying in response to any lawfully issued subpoena.
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     15. General. You acknowledge that your employment at RN was and is at will.This Agreement, together with your ongoing obligations under any prior agreements with RN,sets forth the entire agreement between you and RN relating to your separation fromemployment, and fully replaces any and all prior understandings, statements, or agreementsbetween RN and you concerning your employment with or separation from RN. You agree that RNhas no obligation to notify you of employment opportunities or to offer you re-employment inany capacity. This Agreement may not be modified except in writing signed by you and a dulyauthorized representative of RN. If any provision of this Agreement shall be held to beillegal, invalid or unenforceable, the remaining terms shall remain of full force andeffect. This Agreement shall be construed and governed by the laws of the State ofWashington and any litigation under it shall be commenced in the federal or state courts inSeattle, Washington. A faxed signature will have same effect as an original. By executingthis Agreement in the space provided below, you acknowledge that you have read thisAgreement carefully and fully understand its provisions, and that you are signingvoluntarily and with full understanding of the present and future legal effects.We have entered into this Agreement as of the date of your signature below.     **RealNetworks, Inc.**