7. Revocation. Executive may revoke this Agreement for a period of seven (7) days
after he signs it. Executive agrees that if he elects to revoke this Agreement, he will notify the
Chief People Officer of
the Company (at the above address) in writing on or before the expiration
of the revocation period. Receipt by
the Company of proper and timely notice of revocation from
Executive cancels and voids this Agreement. Provided that Executive does not provide a timely
notice of revocation, this Agreement will become effective on the calendar day immediately
following expiration of the revocation period (the
“Effective Date”).
8. Return of Company Property. Executive represents that he has made a diligent
search and has already returned to
the Company all Insight documents (in electronic, paper or any
other form as well as all copies thereof) and other Insight property that he has had in his
possession at any time, including, but not limited to, Insight files, notes, drawings, records,
business plans and forecasts, financial information, specifications, computer-recorded information,
tangible property including, but not limited to, entry cards, identification badges and keys, and
any materials of any kind that contain or embody any proprietary or confidential information of
Insight. Executive agrees to make a diligent search for all such Insight property and to return
any property not previously returned to
the Company within five (5) days of execution of this
Agreement. Executive further agrees to provide to
the Company, within five (5) days of execution
of this Agreement, with a computer-useable copy of any Insight confidential or proprietary data,
materials or information received, stored, reviewed, prepared or transmitted on any personal
computer, server, or e-mail system, to the extent the same may be retrieved from such computers,
servers and e-mail system, and, then, to delete such Insight confidential or proprietary
information from those computers, servers and e-mail systems.
9. Cooperation in Proceedings. The Company and Executive agree that they shall fully
cooperate with each other with respect to any claim, litigation or judicial, arbitral or
investigative proceeding initiated by any private party or by any regulator, governmental entity,
or self-regulatory organization, that relates to or arises from any matter with which Executive was
involved during his employment with
the Company, or that concerns any matter of which Executive has
information or knowledge (collectively, a
“Proceeding”). Executive’s duty of cooperation includes,
but is not limited to: (a) meeting with
the Company’s attorneys by telephone or in person at
mutually convenient times and places in order to state truthfully Executive’s recollection of
events; (b) appearing at
the Company’s request, upon reasonable notice, as a witness at depositions
or trials, without the necessity of a subpoena, in order to state truthfully Executive’s knowledge
of matters at issue; and (c) signing at
the Company’s reasonable request declarations or affidavits
that truthfully state matters of which Executive has knowledge.
The Company’s duty of cooperation
includes, but is not limited to: (i) providing Executive and his counsel access to documents,
information, witnesses and
the Company’s legal counsel as is reasonably necessary to litigate on
behalf of Executive in any Proceeding; and (ii) indemnifying Executive and his counsel for any and
all reasonable costs and expenses, including legal fees in connection with any request for
cooperation from
the Company as set forth in this paragraph. In addition, Executive agrees to
notify
the Company’s General Counsel promptly of any requests for information or testimony that he
receives in connection with any litigation or investigation relating to
the Company’s business, and
the Company agrees to notify Executive promptly of any requests for information or testimony that
it receives relating to Executive. Notwithstanding any other provision of this Agreement, this
Agreement shall not be construed or applied so as to require any Party to violate any
confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any Party to take any action, or omit to take any action,
requested or directed by any regulatory or law enforcement authority.