THE EMPLOYEE HAS HAD A
PERIOD OF AT LEAST TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER THE TERMS OF THIS
AGREEMENT.
(C)
THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS BEEN INFORMED IN
WRITING THAT THE EMPLOYEE HAS SEVEN (7) CALENDAR DAYS FOLLOWING THE EXECUTION OF
THIS AGREEMENT TO REVOKE IT, AND THAT SUCH REVOCATION MUST BE IN WRITING, HAND
DELIVERED OR SENT VIA OVERNIGHT MAIL AND ACTUALLY RECEIVED BY THE COMPANY WITHIN
SUCH PERIOD. IT IS SPECIFICALLY UNDERSTOOD THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED.
7.
CONFIDENTIALITY OF AGREEMENT; NON-DISPARAGEMENT. THE EMPLOYEE
AGREES NOT TO DISCLOSE THE TERMS AND CONDITIONS OF THIS AGREEMENT TO ANY PERSON
OR ENTITY, EXCEPT (A) TO COMPLY WITH THIS AGREEMENT; (B) TO THE EMPLOYEE'S
LEGAL, FINANCIAL OR TAX ADVISORS, SPOUSE, AND TO THE INTERNAL REVENUE SERVICE OR
ANY SIMILAR STATE OR LOCAL TAXATION AUTHORITY; OR (C) AS OTHERWISE REQUIRED BY
LAW. THE EMPLOYEE AGREES THAT THE EMPLOYEE WILL NOT PUBLICLY OR PRIVATELY
DISPARAGE THE COMPANY OR THE WALT DISNEY COMPANY OR ANY OF THEIR RESPECTIVE
PROPERTIES, PRODUCTS, SERVICES, AFFILIATES, OR CURRENT OR FORMER OFFICERS,
DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ADMINISTRATORS, REPRESENTATIVES OR
FIDUCIARIES. THE COMPANY AGREES THAT THE COMPANY'S CHIEF EXECUTIVE OFFICER, EZRA
DABAH, WILL NOT PUBLICLY OR PRIVATELY DISPARAGE THE EMPLOYEE.
8.
CONFIDENTIAL AND PROPRIETARY INFORMATION; WORK PRODUCT.
(A)
THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE MAY POSSESS CERTAIN
CONFIDENTIAL INFORMATION, PROPERTY OR TRADE SECRETS OF THE COMPANY
("CONFIDENTIAL INFORMATION") WHICH WOULD DAMAGE THE COMPANY IF DISCLOSED OR USED
BY THE EMPLOYEE. ACCORDINGLY, THE EMPLOYEE ACKNOWLEDGES A CONTINUING DUTY OF
CONFIDENTIALITY TO THE COMPANY AND AGREES THAT THE EMPLOYEE WILL NOT USE OR
DISCLOSE CONFIDENTIAL INFORMATION TO ANY PERSON OR ENTITY OR USE THE
CONFIDENTIAL INFORMATION IN ANY WAY. CONFIDENTIAL INFORMATION SHALL INCLUDE, BUT
SHALL NOT BE LIMITED TO, ANY OF THE FOLLOWING CATEGORIES OF DOCUMENTS THAT THE
COMPANY IDENTIFIES AND PROTECTS INTERNALLY AS CONFIDENTIAL INFORMATION:
(I) DOCUMENTATION OR DATA CONTAINED IN ANY FILES OR ANY OTHER RECORDS THE
COMPANY MAY MAINTAIN; II) STATEMENTS REGARDING ANY MATTERS MADE BY ANY
EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES OR ATTORNEYS OF THE COMPANY AT ANY
MEETING ATTENDED BY THE EMPLOYEE OR WHICH THE EMPLOYEE MAY HAVE HEARD OR
OBTAINED KNOWLEDGE OF WHICH MAY RESULT IN ANY DETRIMENT TO THE COMPANY;
(III) ACTIONS TAKEN OR CONTEMPLATED BY THE COMPANY WITH RESPECT TO ANY OF ITS
OPERATIONS, ASSETS OR EMPLOYEES; (IV) POLICIES, PRACTICES, PROGRAMS OR PLANS
CONTEMPLATED, INITIATED OR EFFECTUATED BY THE COMPANY; (V) INFORMATION OBTAINED
BY THE EMPLOYEE ON BEHALF OF THE COMPANY FROM THE WALT DISNEY COMPANY, ITS
AFFILIATES OR REPRESENTATIVES; AND (VI) ANY OTHER INFORMATION, RECORDS OR DATA
OF A PRIVATE NATURE TO THE COMPANY. CONFIDENTIAL INFORMATION SHALL NOT INCLUDE
INFORMATION WHICH IS THEN IN THE PUBLIC DOMAIN (SO LONG AS THE EMPLOYEE DID NOT,
DIRECTLY OR INDIRECTLY, CAUSE OR PERMIT SUCH INFORMATION TO ENTER THE PUBLIC
DOMAIN). NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH 8
SHALL PREVENT EMPLOYEE FROM DISCLOSING CONFIDENTIAL INFORMATION IF COMPELLED TO
DO SO BY