RELATING TO THE COMPANY OR EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT (HEREINAFTER COLLECTIVELY
REFERRED TO AS "SETTLEMENT INFORMATION"). THE PARTIES AGREE TO TAKE EVERY
REASONABLE PRECAUTION TO PREVENT DISCLOSURE OF ANY SETTLEMENT INFORMATION TO
THIRD PARTIES, AND AGREE THAT THERE WILL BE NO PUBLICITY, DIRECTLY OR
INDIRECTLY, CONCERNING ANY SETTLEMENT INFORMATION. THE PARTIES AGREE TO TAKE
EVERY PRECAUTION TO DISCLOSE SETTLEMENT INFORMATION ONLY TO THOSE ATTORNEYS,
ACCOUNTANTS, GOVERNMENTAL ENTITIES (INCLUDING ANY REQUIRED FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION), AND FAMILY MEMBERS WHO HAVE A REASONABLE
NEED TO KNOW OF SUCH SETTLEMENT INFORMATION. THE PARTIES AGREE THAT IF A PARTY
PROVES THAT THE OTHER PARTY BREACHED THIS CONFIDENTIALITY PROVISION, IT SHALL BE
ENTITLED TO AN AWARD OF ITS COSTS SPENT ENFORCING THIS PROVISION, INCLUDING ALL
REASONABLE ATTORNEYS' FEES ASSOCIATED WITH THE ENFORCEMENT ACTION WITHOUT REGARD
TO WHETHER THE ACTUAL DAMAGES CAN BE ESTABLISHED FROM THE BREACH.
J.
NO COOPERATION. EACH PARTY AGREES IT
WILL NOT ACT IN ANY MANNER THAT MIGHT DAMAGE THE OTHER PARTY. THE PARTIES AGREE
THAT THEY WILL NOT COUNSEL OR ASSIST ANY ATTORNEYS OR THEIR CLIENTS IN THE
PRESENTATION OR PROSECUTION OF ANY DISPUTES, DIFFERENCES, GRIEVANCES, CLAIMS,
CHARGES, OR COMPLAINTS BY ANY THIRD PARTY AGAINST THE OTHER PARTY AND/OR ANY
OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE, SHAREHOLDER OR ATTORNEY OF
THE COMPANY, UNLESS UNDER A SUBPOENA OR OTHER COURT ORDER TO DO SO. THE PARTIES
FURTHER AGREE BOTH TO IMMEDIATELY NOTIFY THE OTHER PARTY UPON RECEIPT OF ANY
COURT ORDER, SUBPOENA, OR ANY LEGAL DISCOVERY DEVICE THAT SEEKS OR MIGHT REQUIRE
THE DISCLOSURE OR PRODUCTION OF THE EXISTENCE OR TERMS OF THIS AGREEMENT, AND TO
FURNISH, WITHIN THREE (3) BUSINESS DAYS OF ITS RECEIPT, A COPY OF SUCH SUBPOENA
OR LEGAL DISCOVERY DEVICE TO THE OTHER PARTY.
K.
NON-DISPARAGEMENT. EACH PARTY AGREES TO
REFRAIN FROM ANY DEFAMATION, LIBEL OR SLANDER OF THE OTHER, OR TORTIOUS
INTERFERENCE WITH THE CONTRACTS AND RELATIONSHIPS OF THE OTHER. ALL INQUIRIES BY
5
POTENTIAL FUTURE EMPLOYERS OF EMPLOYEE WILL BE DIRECTED TO HUMAN RESOURCES. UPON
INQUIRY, THE COMPANY SHALL ONLY STATE THE FOLLOWING:
EMPLOYEE'S LAST POSITION
AND DATES OF EMPLOYMENT. THE COMPANY'S OBLIGATIONS UNDER THIS SECTION EXTEND
ONLY TO THEN CURRENT EXECUTIVES, OFFICERS, MEMBERS OF THE BOARD OF DIRECTORS,
AND MANAGING AGENTS, AND ONLY FOR SO LONG AS THOSE INDIVIDUALS ARE EMPLOYEES
AND/OR DIRECTORS OF THE COMPANY.
L.
NON-SOLICITATION. EMPLOYEE AGREES THAT,
COMMENCING ON THE RESIGNATION DATE AND CONTINUING FOR A PERIOD OF TWELVE (12)
MONTHS FOLLOWING THE DATE EMPLOYEE CEASES TO SERVE AS A CONSULTANT PURSUANT TO
SECTION A HEREUNDER, EMPLOYEE SHALL NOT EITHER DIRECTLY OR INDIRECTLY SOLICIT,
INDUCE, RECRUIT OR ENCOURAGE ANY OF THE COMPANY'S EMPLOYEES TO LEAVE THEIR
EMPLOYMENT, OR TAKE AWAY SUCH EMPLOYEES, OR ATTEMPT TO SOLICIT, INDUCE, RECRUIT,
ENCOURAGE, TAKE AWAY OR HIRE EMPLOYEES OF THE COMPANY, EITHER FOR HIMSELF OR ANY
OTHER PERSON OR ENTITY.
M.
NO ADMISSION OF LIABILITY. THE PARTIES
UNDERSTAND AND ACKNOWLEDGE THAT THIS AGREEMENT CONSTITUTES A COMPROMISE AND
SETTLEMENT OF DISPUTED CLAIMS. NO ACTION