Common use of CONFIDENTIALITY, ETC Clause in Contracts

CONFIDENTIALITY, ETC. (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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may be independently disclosed to 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 Company) of the undersigned, or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representatives. This Section 19 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution of this Subscription Agreement.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (aotherwise than in the regular course of business of the Telemundo Group) The 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 a chief financial officer to disclose information about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination or termination 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 (aotherwise than in the regular course of business of the Telemundo Group) The 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 about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination or termination 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. (a) The information about the CompanyExecutive will not willfully divulge, which has been disclosed furnish or make accessible 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may be independently disclosed to the undersigned by any third party not itself in a confidential relationship with the Company, or (iii) which may already be in possession anyone (otherwise than through disclosure by in the Company or by any third party that is in a confidential relationship with the Company) regular course of business of the undersignedTelemundo Holdings Group) any confidential information, plans or materials or trade secrets of the Telemundo Holdings Group, or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part other confidential or secret aspects of the public domain through action by anyone other than business of the undersigned. (b) The undersigned is aware Telemundo Holdings Group; PROVIDED, HOWEVER, that Company is during his employment, Executive shall have the latitude customarily given a publicly-traded company and that United States Securities laws prohibit any person who has received from an issuer material, non-public corporate president to disclose information (i) from purchasing or selling securities in good faith for the benefit 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officersstockholders (taken as a whole). All memoranda, directorsnotes, employeeslists, affiliates, agents records and representatives, from and against any other documents or papers (and all damages (copies thereof), including reasonable attorneys’ fees and costs) incurred such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of them 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), (B) does not contain certain trade secrets of the Company 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 by the undersigned of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination 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 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.

CONFIDENTIALITY, ETC. Executive will not divulge, furnish or make accessible to anyone (aotherwise than in the regular course of business of Telemundo Holdings) The any confidential information, plans or materials or trade secrets of Telemundo Holdings or with respect to any other confidential or secret aspects of the business of Telemundo Holdings; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given a chief financial officer to disclose information about 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 Telemundo Holdings are and shall be the Company, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination or termination 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. (a) The information about the CompanyExecutive will not divulge, which has been disclosed furnish or -------------------- make accessible 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may be independently disclosed to the undersigned by any third party not itself in a confidential relationship with the Company, or (iii) which may already be in possession anyone (otherwise than through disclosure by in the Company or by any third party that is in a confidential relationship with the Company) regular course of business of the undersignedTelemundo Group) any confidential information, plans or materials or trade secrets of the Telemundo Group, or (iv) which with respect to any other confidential or secret aspects of the undersigned may be required to disclose by order business of a court or administrative agency having competent jurisdictionthe Telemundo Group; provided, however, that this paragraph during his employment, Executive shall be terminated and be have the latitude customarily given a vice president of no force or effect with respect finance to any such Confidential Information upon such Confidential Information becoming a part disclose information in good faith for the benefit of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officersstockholders (taken as a whole). All memoranda, directorsnotes, employeeslists, affiliates, agents records and representatives, from and against any other documents or papers (and all damages (copies thereof), including reasonable attorneys’ fees and costs) incurred such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of them 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 by the undersigned of this Section, and (iii) Executive shall have no obligation to return information that is no longer in his possession, custody or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination 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 (aotherwise than in the regular course of business of the Telemundo Group) The 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 a chief legal officer to disclose information about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination 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 (aotherwise than in the regular course of business of the Telemundo Group) The 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 a chief executive officer to disclose information about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination or termination 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 (aotherwise than in the regular course of business of the Telemundo Group) The 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 about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representativescontrol. This Section 19 10 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution expiration or termination or termination 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. During the Employment Period and at all times thereafter, Executive agrees and covenants that he will not divulge, furnish or make accessible to anyone (aotherwise than in the regular course of business of the Telemundo Group) The any confidential information, plans or materials or trade secrets of the Telemundo Group or with respect to any aspect of the business of the Telemundo Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given a vice president of finance to disclose information about 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, which has been disclosed 's property and shall be delivered to the undersigned in connection Company promptly upon the termination of his employment with the undersigned’s purchase Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of the Shares, is deemed to be “Confidential Information” Executive's breach of this Section) and (B) does not contain certain trade secrets 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 to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may Executive shall have the right to retain such of the foregoing as shall be independently disclosed 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 undersigned by any third party not itself in a confidential relationship with Company and the Companyretained information remain subject to the provision of this Section, or and (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party Executive shall have no obligation to return information that is no longer in a confidential relationship with the Company) of the undersignedhis possession, custody or (iv) which the undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the 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 undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and does hereby agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (including reasonable attorneys’ fees and costs) incurred by any of them as a result of breach of this provision by the undersigned or any of its officers, directors, employees, affiliates, agents and representatives. This Section 19 shall survive the purchase and sale of the Shares hereby for a period of one (1) year following the parties’ execution of this Subscription Agreementcontrol.