Spada / HEMG April 2012 Agreement

 

(a)

Neither HEMG nor Spada, nor any of their officers, directors or affiliates, will directly or indirectly, initiate any communications including any negative references or misrepresentations, whether oral, written or electronic regarding Aspen or the University to any individual, entity,  third party, any government agency including the United States Department of Education, any State agency regulating distance education and to any entity which accredits distance education including the Distance Education and Training Council concerning Aspen or its affiliates including Aspen University Inc. (the “University”), or any of their officers, directors or employees, except: (i) to the extent necessary to report income to appropriate taxing authorities; (ii) in response to an order of a court of competent jurisdiction or subpoena issued under the authority thereof; or (iii) in response to any inquiry or subpoena issued by a state or federal governmental agency or any accrediting entity; provided, however, that notice of receipt of such order, subpoena or inquiry shall promptly be delivered to Aspen, so that Aspen will have the opportunity to assert what rights it has to non-disclosure prior to any response to the order, subpoena or inquiry.

 

(b)

Neither HEMG nor Spada shall, directly or indirectly, commence any lawsuit, participate, cooperate or assist any person(s) or entity with respect to any claim, lawsuit, proceeding or action that they or any such person or entity may have against Aspen, except if an action, claim or suit is brought by the University, its officers and directors, or its affiliates against HEMG or Spada in which case HEMG and Spada may assert any counterclaim or cross-claim against the University.  Nothing shall prevent HEMG or Spada from testifying as a witness in any lawsuit or providing discovery to parties in any lawsuit.

 

(c)

Neither Aspen or the University,  nor any of their officers, directors or affiliates, will, directly or indirectly, initiate any communications including any negative references or misrepresentations, whether oral, written or electronic regarding HEMG, Spada and/or any other educational entity or affiliates of  HEMG or Spada to any individual, entity, third party, to any government agency including the United States Department of Education,  any State agency regulating distance education and to any entity which accredits distance education including the Distance Education and Training Council concerning Spada or HEMG or its affiliates, or any of their officers, directors or employees, except as may be required by law, including: (i) to the extent necessary to report income to appropriate taxing authorities; (ii) in response to an order of a court of competent jurisdiction or subpoena issued under the authority thereof; or (iii) in response to any inquiry or subpoena issued by a state or federal governmental agency or any accrediting entity; provided, however, that notice of receipt of such order, subpoena or inquiry shall promptly be delivered to Spada and HEMG, so that they will have the opportunity to assert what rights it has to non-disclosure prior to any response to the order, subpoena or inquiry as of the date of the signing of this agreement. In furtherance of this, Aspen may in the future communicate  anything it has disclosed in reports it has filed with the Securities and Exchange Commission.