Common use of CONFIDENTIALITY, ETC Clause in Contracts

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive vice president to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. During the Employment Period and at all times thereafter, Executive agrees and covenants that he will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any other confidential or secret aspects aspect of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive a vice president of finance to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive vice president a chief financial officer to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo GroupHoldings) any confidential information, plans or materials or trade secrets of the Telemundo Group Holdings or with respect to any other confidential or secret aspects of the business of the Telemundo GroupHoldings; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive vice president a chief financial officer to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group Holdings are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an to a chief executive vice president officer to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive (a) The information about the Company, which has been disclosed to the undersigned in connection with the undersigned’s purchase of the Shares, is deemed to be “Confidential Information” of the Company, and the undersigned represents and warrants to, and hereby agrees with, the Company, that unless the Company has consented in writing to the contrary, the undersigned will use the undersigned’s best efforts not divulgeto disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, furnish except any part thereof (i) which may be in the public domain, or make accessible (ii) which may be independently disclosed to anyone the undersigned by any third party not itself in a confidential relationship with the Company, or (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party that is in a confidential relationship with the regular course of business Company) of the Telemundo Groupundersigned, or (iv) any confidential informationwhich the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, plans however, that this paragraph shall be terminated and be of no force or materials or trade secrets of the Telemundo Group or effect with respect to any other confidential or secret aspects such Confidential Information upon such Confidential Information becoming a part of the business public domain through action by anyone other than the undersigned. (b) The undersigned is aware that Company is a publicly-traded company and that United States Securities laws prohibit any person who has received from an issuer material, non-public information (i) from purchasing or selling securities of such issuer; (ii) from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Accordingly, the Telemundo Group; PROVIDEDundersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, HOWEVERnon-public information and does hereby agree to indemnify, that during his employment, Executive shall have the latitude customarily given an executive vice president to disclose information in good faith for the benefit of defend and hold harmless the Company and its stockholders (taken as a whole). All memorandaofficers, notesdirectors, listsemployees, records affiliates, agents and other documents or papers (representatives, from and against any and all copies thereof), damages (including such items stored in computer memories, on microfiche or reasonable attorneys’ fees and costs) incurred by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than them as a result of Executive's breach of this Section) provision by the undersigned or any of its officers, directors, employees, affiliates, agents and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or controlrepresentatives. This Section 10 19 shall survive the expiration or termination or termination purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution of this Subscription Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group Group, or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive vice president a chief legal officer to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given to an executive vice president to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or -------------------- make accessible to anyone (otherwise than in the regular course of business of the Telemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group Group, or with respect to any other confidential or secret aspects of the business of the Telemundo Group; PROVIDEDprovided, HOWEVERhowever, that during his employment, Executive shall have the latitude customarily given an executive a vice president of finance to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDEDprovided, HOWEVERhowever, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and (B) does not contain certain trade secrets of the Company, (ii) Executive shall have the right to retain such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDEDprovided, HOWEVERhowever, that if Executive's employment is terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will terminate on the Entitlement Date.

CONFIDENTIALITY, ETC. Executive will not willfully divulge, furnish or make accessible to anyone (otherwise than in the regular course of business of the Telemundo Holdings Group) any confidential information, plans or materials or trade secrets of the Telemundo Group Holdings Group, or with respect to any other confidential or secret aspects of the business of the Telemundo Holdings Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given an executive vice a corporate president to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the Telemundo Holdings Group are and shall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of Executive's breach of this Section) and ), (B) does not contain certain trade secrets of the CompanyCompany or (C) is limited to Executive's personal "rolodex" files or papers relating to personal matters, (ii) Executive shall have the right to retain and use such of the foregoing as shall be reasonably necessary to enforce his rights under this Agreement and to comply with and enforce his rights, including the right to defend himself against claims, provided copies of such retained information are provided to the Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or control. This Section 10 shall survive the expiration or termination or termination of this Agreement, the Employment Period and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c) or for any Other Good Reason Event (as defined in Section 9(d)), then this Section 10 will terminate subject to Section 9(c) on the Entitlement Date.