OR INDIRECTLY, MAKE ANY ADVERSE OR DISPARAGING ORAL OR
WRITTEN STATEMENTS REGARDING INFOSONICS OR ITS SUBSIDIARIES, PARENT AND
AFFILIATES, OR THE RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS, SHAREHOLDERS,
OFFICERS, DIRECTORS OR CURRENT OR FORMER EMPLOYEES OF ANY OF THEM, WHETHER TO
ANY CUSTOMER OR PROSPECTIVE CUSTOMER OF THE COMPANY, THE PRESS OR ANY OTHER
MEDIA, ANY OTHER BUSINESS ENTITY OR THIRD PARTY, OR ANY CURRENT OR FORMER
EMPLOYEE OF THE COMPANY AND THAT YOU WILL DO NOTHING TO
2
IMPAIR THE COMPANY'S REPUTATION OR GOOD WILL AMONG ITS CUSTOMERS, POTENTIAL
CUSTOMERS, VENDORS, SUPPLIERS, OR OTHERS IN THE INDUSTRY.
8.
YOU AGREE THAT YOU WILL PROMPTLY RETURN TO INFOSONICS ANY AND ALL
CONFIDENTIAL INFORMATION AND ALL OTHER MATERIALS, EQUIPMENT, PROPERTY OR
DOCUMENTS BELONGING TO THE COMPANY THAT MAY BE IN YOUR POSSESSION OR CONTROL.
9.
YOU PROMISE NOT TO DISCLOSE, EITHER DIRECTLY OR INDIRECTLY, IN ANY MANNER
WHATSOEVER, ANY INFORMATION REGARDING THE EXISTENCE OR TERMS OF THIS AGREEMENT
TO ANY PERSONS OR ENTITIES OTHER THAN YOUR ATTORNEY, YOUR IMMEDIATE FAMILY, YOUR
ACCOUNTANT OR ANY GOVERNMENTAL TAXING AUTHORITY.
10.
YOU ACKNOWLEDGE AND AGREE THAT (A) YOU WERE GIVEN SUFFICIENT TIME TO
CONSIDER THIS AGREEMENT BEFORE SIGNING IT AND THAT YOU TOOK ADVANTAGE OF THAT
TIME, (B) YOU CAREFULLY READ THE AGREEMENT, (C) YOU FULLY UNDERSTAND IT, (D) YOU
ARE ENTERING THE AGREEMENT VOLUNTARILY, (E) YOU ARE RECEIVING VALUABLE
CONSIDERATION IN EXCHANGE FOR YOUR EXECUTION OF THE AGREEMENT THAT YOU WOULD NOT
OTHERWISE BE ENTITLED TO RECEIVE, AND (F) YOU HAVE HAD THE OPPORTUNITY TO
DISCUSS THIS AGREEMENT WITH YOUR ATTORNEY IF YOU DESIRED TO DO SO.
11.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN INFOSONICS AND YOU
AND MAY NOT BE MODIFIED, ALTERED OR TERMINATED EXCEPT UPON THE EXPRESS PRIOR
WRITTEN CONSENT OF YOU AND THE COMPANY.
12.
THE WAIVER BY ANY PARTY OF A BREACH OF ANY PROVISION HEREIN SHALL NOT
OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH BY ANY PARTY.
13.
THIS AGREEMENT SHALL BE DEEMED EXECUTED AND DELIVERED WITHIN THE STATE OF
TEXAS AND IS MADE IN CONTEMPLATION OF ITS INTERPRETATION AND EFFECT BEING
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS
FULLY EXECUTED, DELIVERED AND PERFORMED IN SAID STATE, AND IT IS EXPRESSLY
AGREED THAT IT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF THE CONFLICTS OF LAWS.
ALL
LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR
STATE COURTS OF DALLAS, TEXAS AND THE PARTIES CONSENT TO PERSONAL JURISDICTION
THEREIN.
14.
THE RULE OF LAW THAT AMBIGUITIES IN AGREEMENTS ARE TO BE CONSTRUED AGAINST
THE DRAFTER SHALL NOT BE APPLIED TO THIS AGREEMENT.
Please read this letter with care, make certain that you understand the meaning
of each of the terms contained herein, and take time to consider your decision
before you sign.
THIS AGREEMENT CONTAINS A RELEASE OF ALL CLAIMS. As stated