Confidentiality, Non-Disparagement and Non-Disclosure from Separation Agreement and Release of All Claims
This Confidential Separation Agreement and Release of All Claims (Agreement) is entered into this 7th day of April, 2008, by and between William J. Putney (Mr. Putney), on the one hand, and MoneyGram Payment Systems, Inc. (MoneyGram) and Long Lake Partners, LLC (LLP), including all of their respective parent organizations, holding companies, predecessors, insurers, contractors, divisions, affiliates, related companies and joint ventures, business units, subsidiaries, and successors, its current or former officers, directors, employees, contractors, agents, heirs, legal counsel, suppliers, assigns, personal representatives, agents and partners (collectively referred to as Company).
Confidentiality, Non-Disparagement and Non-Disclosure. Mr. Putney agrees to treat the existence of this Agreement and its terms as strictly confidential. Mr. Putney will not reveal any of the terms of the Agreement or the Consulting Agreement, the amounts referred to in this Agreement and/or the Consulting Agreement, or the fact of the payment of such amounts, to any person, except Mr. Putneys spouse, attorney or tax preparer or other professional advisor to whom disclosure is necessary to achieve the purposes for which Mr. Putney has consulted with such professional advisor. If Mr. Putney discloses this Agreement and/or the Consulting Agreement to any person identified above, Mr. Putney must simultaneously inform the person to whom the disclosure is being made that he/she must keep the terms strictly confidential and that he/she may not disclose the terms to any other person without the advance written consent of Mr. Putney and Company. Notwithstanding the above, nothing in this Agreement and/or the Consulting Agreement shall prohibit Mr. Putney from (i) advising a governmental taxing authority of the terms of this Agreement and/or the Consulting Agreement in response to question(s) posed by such taxing authority; (ii) testifying pursuant to a court order or subpoena issued by a governmental agency or court of law or their duly authorized agent(s), which appears valid on its face; (iii) revealing the terms of this Agreement and/or the Consulting Agreement as required by and in accordance with any law, regulation or ordinance; or (iv) revealing the terms of this Agreement and/or the Consulting Agreement in order to enforce their terms. Mr. Putney agrees that he shall not disclose to any person or entity at any time or in any manner, directly or indirectly, any information relating to the operations of Company that has not already been disclosed to the general public. The parties agree that this provision includes but is not limited to the following information: all information about employees or former employees of the Company, all product information, all information relating to Companys strategic business or marketing plans, investment portfolio and asset management valuation, proprietary information and/or trade secrets; customer lists and/or names; product and service prices; customer charges; contracts; contract negotiations; and employee relations matters. The parties understand and agree that this listing is not all-inclusive and is provided by way of example. Mr. Putney understands that he continues to be bound to the terms and obligations contained in the Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement, which he executed on October 16, 2006, and which terms survive and are enforceable following his Separation Date. Mr. Putney acknowledges that he has been provided with a copy of the above-referenced Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement. Mr. Putney hereby acknowledges that he is not aware of any acts or practices of the Company that he knows or believes to be unlawful or unethical. Mr. Putney agrees not to express any derogatory or damaging statements about Company, the management of Company, or Companys business condition in any public way or to anyone who could make these statements public. Company agrees to instruct the following individuals not to express any derogatory or damaging statements about Mr. Putney in any public way or to anyone who could make these statements public: Phil Milne; Dave Parrin; Tony Ryan; Teri Johnson; Mary Dutra; Cindy Stemper; Tom Haider; Jean Benson and Tim Gallaher. Mr. Putney acknowledges and agrees, however, that nothing in this Agreement shall be construed to prohibit an above-listed individual from providing accurate and complete statements of facts or information known to that individual in response to a court order or subpoena issued by a governmental agency or court of law, in a deposition or in any affidavit requested by Company and/or its legal counsel. Mr. Putney agrees to direct or cause to be directed to Cheryl Hatfield, Director, Payroll & HR, all future requests for references concerning Mr. Putneys employment with Company, and Cheryl Hatfield will respond to such future requests for references concerning Mr. Putney by confirming the dates of Mr. Putneys employment with Company, identifying the last position Mr. Putney held with Company, and informing the prospective Company that it is Companys policy not to comment further. Mr. Putney understands and acknowledges that this confidentiality, non-disparagement and non-disclosure provision is a material inducement to Company to the making of this Agreement and that if Mr. Putney breaches this provision, Company will be entitled to pursue its legal and equitable remedies, including without limitation, the right to withhold payment of any unpaid amounts due hereunder, to recover damages and to seek injunctive relief.