You agree that you will not, whether directly or indirectly, by name or innuendo, disparage or encourage or induce others to disparage the Company, the members of its Board of Directors, its officers, or any other member of the Company’s senior management team (collectively, the “ Company Representatives ”).  The Company, by and through each of its Company Representatives, shall not disparage or encourage or induce others, including the Company, to disparage you to third parties. For the purposes of this letter agreement, the term “disparage” includes the making of false, defamatory or derogatory comments that could reasonably be expected to damage your reputation or the reputation of the Company or any of the Company Representatives; provided , however , that nothing in this letter agreement shall restrict communications protected as privileged under federal or state law, or any testimony or communications ordered and required by any administrative agency or court of competent jurisdiction.