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The Providence Newspaper Guild (the "Guild") and the Providence Journal Company (The "Company") agree as follows: 1. The attached Company Offer will be presented by the Guild Executive Committee for a Guild membership vote. 2. It is understood that the Guild Executive Committee may choose not to recommend this Company Offer for ratification. Subject to the provisions of the National Labor Relations Act, the Company and the Guild are free to argue the pros and cons of this Company Offer. 3. Unless a contract is executed based on the off-the-record negotiations that commenced on October 28, 2002, neither proposal or statements made in these off-the record negotiations, nor anything contained in the Company Offer to be presented to Guild members, nor the Company's withdrawal of its offer if not accepted in full, nor the Guild's participation in any process referred to in the Memorandum of Agreement, will be referred to in any arbitration, unfair labor practice charge or in any other proceeding. 4. This Memorandum of Agreement and the attached Company Offer are "on the record."
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