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any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance

(including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing.

Each party also agrees that, during such eighteen

month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph

(including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to

the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities

referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other

party, whether by means of a business combination or otherwise.

Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced

proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or

(ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction.

Additionally, the Principal or

President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by

the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors.

10.

No Waiver.

No failure or delay by either party in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege

hereunder.

Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

11.  Remedies.

Each party agrees to indemnify the other party from any damages, loss, cost or liability

(including, without limitation, legal fees and the cost of enforcing this Agreement) arising out of or resulting from any unauthorized use or disclosures of any Confidential Information by the other

party or its Representatives.

It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party shall be

entitled to seek equitable relief, including specific performance and injunction, as a remedy for any such breach.

Each party agrees to waive, and to use its best efforts to cause its directors,

officers, employees or agents to waive any requirement for the securing or posting of any bond in connection with such remedy.

Such remedies shall not be deemed to be the exclusive remedies for a

breach of this Agreement by either party, but shall be in addition to all other remedies available at law or in equity to the non-breaching party.

12.

Governing Law.

This Agreement is for the benefit of the parties and their respective directors,

officers, employees, representatives and agents and their respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice

of law rules of the Commonwealth of Massachusetts.

13.  Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be

deemed an original, and all such counterparts together shall constitute but one and the same Agreement.

14.  Severability.

If any provision of this Agreement is found to violate any statute, regulation, rule,

order, decision or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this

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Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

Polycom, Inc.

 

 

By:

 

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

 

Title: