Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) The Parties agree to treat confidentially and to maintain that they shall keep in strict confidence the existence terms and amount of this Agreement and settlement discussions related thereto. The Parties shall not reveal this confidential information to any other person, except as required by law or order of the court or other government authority, or as is reasonably necessary to be disclosed to the Parties’ accountants, tax advisors, investors, potential investors, or attorneys. The Parties further agree that if they receive a subpoena, summons or request to reveal this confidential information, then the Party shall promptly notify the other Party of the subpoena, summons, or request. The Parties expressly acknowledge that the purpose of this notice and requirement is to provide the non-receiving Party with adequate opportunity to oppose any subpoena, summons, or request. If any Party initiates an enforcement action relating to the terms and conditions of this Agreement. In , the event Parties agree that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in they will jointly request that everything the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance Parties file with the provisions of court regarding the Agreementenforcement case remain sealed from the public. In the event that such protective order or other remedy is not obtainedThe Parties, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they shall not in writing, orally, or electronically publish or divulge publicly disparaging remarks about one another. These Confidentiality and Non-Disparagement Provisions are contractual consideration and not mere recitals. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that NNI will not engage have the unconditional right to disclose in any disparagement its filings with the United States Securities and Exchange Commission such information about this Agreement as may be required, in NNI’s sole and reasonable discretion, to satisfy its duties and obligations under applicable securities laws. Notwithstanding the above, the parties agree that the Trust may file in the Bankruptcy Court and serve a notice referencing the existence of the Company or any of its personnelsettlement but not the terms thereof. In addition, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) parties agree that the Company shall become entitled Trustee may file with the Bankruptcy Court and provide to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity Office of the breach, Consultant shall, upon any such termination United States Trustee a report which will include the Trustee’s receipt of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofsettled amount.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”a) agree to treat confidentially and to maintain in strict confidence the existence and The terms of this Agreement. In Settlement Agreement (but not the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions existence of the Agreement. In ) and the event that such protective order or other remedy is not obtainedcommunications, or that Company waives compliance with the provisions discussions and negotiations of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the this Settlement Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will shall be accorded the remainder of the Agreement. Consultant and its Representatives further regarded as “Confidential Information.” The Parties agree that they will shall not engage in disclose any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach terms of this Section 5Settlement Agreement without the prior written consent of the other Party; provided, however, that without prior written consent from any Party and notwithstanding the terms of that any such breach would cause certain Mutual Nondisclosure Agreement, dated July 31, 2015, entered into by and between Xxxxxx.xxx and Express One (the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5“NDA”), (i) Xxxxxx.xxx may make disclosures of the Company shall become entitledterms of this Settlement Agreement to the SEC (pursuant to publicly available securities filings), in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled Xxxxxx.xxx may make other public disclosures related to terminate this Settlement Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and as Xxxxxx.xxx reasonably deems commercially necessary; (iii) depending upon each Party may disclose the severity terms of this Settlement Agreement to such Party’s fiduciary professionals, including its auditors, accountants, attorneys, insurance companies, lenders and to a potential purchaser of all or substantially all of the breachassets of the Party by acquisition, Consultant shallmerger, upon any or other transfer, and each such termination disclosing Party shall ensure that the terms of this Settlement Agreement pursuant to remain confidential in accordance with this Section 5, forfeit 6 with such fiduciary professionals; (iv) each Party may disclose this Settlement Agreement and its terms to lawyers and retained expert witnesses in any litigation in which that Party becomes involved for use subject to any pending protective order after providing written notice to the Company within five business days following other Party of that disclosure; and (v) each Party may disclose this Settlement Agreement and its terms as required by (A) law, (B) a written, formal governmental agency request, or (C) a court of competent jurisdiction, to be disclosed by the date receiving party, provided that the disclosing Party gives the other Party prompt written notice of such termination up requirement prior to such disclosure and assistance in obtaining an order protecting the full amount information from public disclosure. Notwithstanding the foregoing, the Parties also agree that any Party may make the following statement (or statement substantially similar) about this Settlement Agreement: “Xxxxxx.xxx and Express One entered into a settlement agreement that resolves all disputes between the parties. Xxxxxx.xxx agreed to pay Express One $10,000,000 in exchange for Express One’s dismissal and permanent withdrawal of any and all Securities paid by Company Express One’s tort claims. In addition, the parties agreed to Consultant or its Representatives pursuant continue their business relationship going forward.” In addition, nothing herein shall restrict the Parties from making customary business statements to Section 2 hereofthird parties about positively working together.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals You agree that you will not communicate or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence disclose the existence and terms of this Agreement, or the circumstances leading up to this Agreement to any persons other than your spouse, attorney, accountant and/or tax consultant, or as otherwise required by law. In It will be a material breach of this Agreement to discuss this Agreement with any employee or former employee of RFC, its parents, subsidiaries and affiliates. You agree that you will not publicly or privately disparage any of the event products, services or actions of ResCap or GMAC, LLC, their employees, or any related entity, or make detrimental, harmful or injurious remarks regarding ResCap or GMAC, LLC their employees, or any related entity. Nothing in this Section 8, or elsewhere in this Agreement, is intended to prevent or prohibit you from (i) providing information regarding your former employment relationship. with RFC, as may be required by law or legal process; or (ii) cooperating, participating or assisting in any government entity. investigation or proceeding. 9. You agree that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information if an arbitrator (as defined in provided below) has determined that you have breached the Non-Disclosure Agreement signed by the Parties)terms of Sections 7 or 8, it will provide Company with reasonable cause irreparable harm to RFC and you will become immediately liable to RFC for $200,000.00 if you are unable to cure such breach, within the sole discretion of the Company, within ten days after written notice so that Company may seek a protective order to you detailing which sub-section(s) you breached and the factual basis for the claim of breach. RFC shall send written notice of breach to you detailing the factual basis for the claim of breach. Such notice shall be sent to: Xxxxx Xxxxxxx 00000 Xxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000. Any controversy or other appropriate remedy claim arising out of or waive compliance relating to Section 9 shall be submitted to arbitration in Minneapolis, Minnesota in accordance with the provisions Rules of the AgreementAmerican Arbitration Association relating to employment disputes. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage The award rendered in any disparagement of arbitration proceeding held under this Paragraph shall be final and binding, and judgment upon the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) award may be entered in any written, oral or broadcast form in any medium whatsoevercourt having jurisdiction thereof. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof10.

Confidentiality and Non-Disparagement. Except The nature and terms of this Agreement are confidential and he has not been and shall not be disclosed by Employee at any time to any person other than Employee’s lawyer or accountant, a governmental agency, or Employee’s spouse or significant other, without the prior written consent of the General Counsel of the Company, except as required necessary in any legal proceedings directly related to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence provisions and terms of this Agreement, to prepare and file income tax forms, or as required by court order after reasonable notice to the Company, and provided, in each case, that Employee makes reasonable efforts to secure the confidential treatment of such information in connection therewith. In Employee further agrees not to solicit or initiate any demand by others not party hereto for any disclosure of the event that Consultant terms and conditions of this or Consultant Representatives become legally compelled any similar agreement. Employee also agrees to keep confidential and not to publish, post, communicate, use or disclose any Confidential Information confidential or personal information, or to (as defined directly or indirectly) write or contribute to any book, film, broadcast, article, blog or other publication of any kind, about, of or concerning, in whole or in part, any Released Parties (including Xxxx X. Icahn and his family members), in each case, except to the Non-Disclosure Agreement signed extent compelled by the Parties), it will provide Company with reasonable notice so that Company may seek non-appealable order of a protective order court or other appropriate remedy body having jurisdiction. Employee agrees not to make statements to clients, customers, suppliers or waive compliance with others regarding any Released Parties that are in any way disparaging or negative towards the provisions of the Agreement. In the event that such protective order Released Parties (including Xxxx X. Icahn and his family) or other remedy is not obtainedtheir businesses, products or services, or encourage others to do so. Nothing in this Agreement is intended to or will be used in any way to limit Employee’s rights to make truthful statements or disclosures about his employment to any governmental agency or in any sworn testimony. Employee agrees that Company waives compliance with the provisions requirements and obligations in this Section 5 serve the mutual interests of both Employee and Released Parties in ensuring an amicable separation between the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement parties. Employee further agrees that it is advised his preference, and in the mutual interest of both Employee and the Released Parties that this Agreement and any claims Employee may have otherwise raised, but that are now released by opinion this Agreement, remain confidential. Notwithstanding the confidentiality and non-disclosure obligations in this Agreement and otherwise, Employee understands that nothing in this agreement prohibits him from reporting any possible violations of counsel (reasonably acceptable federal law or regulation to Company) any government agency or entity, including but not limited to the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employee is legally not required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of notify the Company that he will make or any of its personnel, Board, consultants, advisors, professionals has made such reports or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoeverdisclosures. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach Non-Compliance with the disclosure provisions of this Section 5, and that Agreement shall not subject Employee to criminal or civil liability under any such breach would cause Federal or State trade secret law for the disclosure of a Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in trade secret if the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, disclosure is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney in confidence solely for the Company shall become entitled, in addition to any other available remedies at purpose of reporting or investigating a suspected violation of law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and ; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and trade secret is filed under seal; or (iii) depending upon to an attorney representing Employee in a lawsuit for retaliation by the severity Company for reporting a suspected violation of law or to use the breachtrade secret information in that court proceeding, Consultant shallprovided that any document containing the trade secret is filed under seal and Employee does not disclose the trade secret, upon any such termination of this Agreement except pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofcourt order.

Confidentiality and Non-Disparagement. Except as You agree that the existence, terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them to any person or entity, other than to your immediate family, your attorney, and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be publicly disclosedresponsible for a breach of the confidentiality and non-disparagement provisions of this Agreement by any person to whom You have disclosed the terms of this Agreement as if You yourself had breached said terms. You agree that any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse to the Company any and all wages, Consultant monies and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree to treat confidentially that You will remain bound by all of the terms and to maintain in strict confidence the existence and terms conditions of this Agreement. In the event The Company agrees and represents that Consultant its Officers will not defame You either orally or Consultant Representatives become legally compelled in writing. This provision does not apply to disclose any Confidential Information testimony, answers or responses compelled, demanded, requested or required: (as defined in the Non-Disclosure Agreement signed 1) by the PartiesSecurities and Exchange Commission (hereafter “SEC”), it will provide Company with reasonable notice so that Company may seek a protective order the Financial Regulatory Authority (hereafter “FINRA”) or other appropriate remedy securities regulatory or waive compliance with the provisions of the Agreementself-regulatory agencies or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedure. In the event that such protective order or other remedy is not obtained, or that The Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and the provision of such information shall not engage in constitute a breach of any disparagement duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of its personnelsuch information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, Boardnothing contained herein prohibits or restricts You from communicating with, consultantsor assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), advisors, professionals the Financial Regulatory Authority (hereafter “FINRA”) or other affiliates securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (collectively prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Company RepresentativesConfidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets to any person or entity outside the Company except pursuant to formal legal process in the form of a “so ordered” subpoena or other Order of a Court. If You are served with formal legal process or a Court Order that requests or demands disclosure of any information of any nature regarding the Company You must immediately and within one business day of your receipt of said legal process or Court Order notify the Company and its counsel. Notice to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage the Company, its employees, shareholders, board members, officers or directors to any third party, either orally or in writing. You further agree to refrain from directly or indirectly engaging in any publicity or communications, including written, oral and electronic communication of any kind, or broadcast form any other activity which reflects negatively or adversely upon the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe the content of the publicity or communication to be true or whether or not it is, in fact true. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You breach any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach provision of this Section 5, and 10 that any such breach would cause You will immediately reimburse to the Company and/or Company Representatives irreparable harm. Accordinglyany and all wages, Consultant agrees monies and benefits that in You received from the event date of any breach or threatened breach hereof by Consultant or by its Representatives your execution of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief Agreement and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled will have no further payment obligations to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof You. You agree that have not yet been paid, and (iii) depending upon the severity You will remain bound by all of the breach, Consultant shall, upon any such termination terms and conditions of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofAgreement.

Confidentiality and Non-Disparagement. Except as required From and after the date hereof, Sellers shall hold, and shall cause their Affiliates to be publicly hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence all documents, materials and other information regarding Purchaser that have been disclosed, Consultant either orally or in writing, or made available by Purchaser or its Representatives to Sellers. However, nothing contained herein shall prohibit Sellers from using such documents, materials and other information in connection with any associated personnelaction or proceeding brought or any claim asserted by Purchaser in respect of any breach of any representation, consultants, advisors, professionals warranty or other affiliates (collectively “Consultant Representatives”) agree covenant made in or pursuant to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In From and after the event date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, its Subsidiaries and the Business, except (a) to the extent that Consultant such Seller can reasonably demonstrate that such information is generally available to and known by the public through no fault of such Seller, any of its Affiliates or Consultant their respective Representatives, or (b) for such information that such Seller can reasonably demonstrate is lawfully acquired by such Seller, any of its Affiliates or its or their respective Representatives become legally from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (c) as required in connection with the performance of such Seller’s duties as an employee of the Company, as applicable. If any of the Sellers or their Affiliates or their respective Representatives are compelled to disclose any Confidential Information (as defined information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Purchaser in the Non-Disclosure Agreement signed writing and shall disclose only that portion of such information which such Seller is advised by the Parties)its counsel in writing is legally required to be disclosed, it will provide Company with provided that such Seller shall use reasonable notice so that Company may seek a best efforts to obtain an appropriate protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain reasonable assurance that confidential treatment will be accorded such information. At all times following the remainder date hereof, none of the Agreement. Consultant Sellers shall make, and Sellers shall cause its Representatives further agree that they will Affiliates not engage in to make, any disparagement of disparaging, negative, critical or otherwise detrimental comment or representation, whether written or oral, to any Person concerning the Company Business, its products or services, Purchaser, or any of its personnelrespective officers, Boarddirectors, consultantsmember, advisorsemployees or Affiliates. Sellers shall cooperate with Purchaser to the extent needed in order for Purchaser to obtain, professionals or other affiliates promptly after the Closing, at least one (collectively “Company Representatives”1) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity archival copy of the breach, Consultant shall, upon any such termination contents (as of this Agreement pursuant to this Section 5, forfeit immediately prior to the Company within five business days following Closing) of the date of such termination up to virtual data room for the full amount of any and all Securities paid transactions contemplated by Company to Consultant or its Representatives pursuant to Section 2 hereofthis Agreement.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosedI understand that this Agreement is confidential, Consultant and any associated personnelI agree I have not, consultantsmay not, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence will not disclose the existence and or terms of this Agreement (including any amounts paid in consideration of this Agreement) to any third party; provided, however, that the terms and existence of this Agreement may be disclosed as required by law upon advice of counsel to CST. In I understand I may disclose the event that Consultant or Consultant Representatives become legally compelled terms of this Agreement to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties)my spouse, it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtainedpersonal attorney, accountant, or tax advisor, provided I instruct such person that the information is confidential and not to be disclosed. Subject to the foregoing, this confidentiality provision applies to and expressly prohibits all communications to any person or entity including, without limitation, communications to any present, former, or future Company waives compliance with the provisions of the Agreementemployees. I also agree not to, Consultant directly or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not indirectly, engage in any disparagement of communications or conduct that disparages the Company or any of its personnelit officers, Boarddirectors, consultantsrepresentatives, advisorsor employees or make any negative statements about the business, professionals products, employees, or other affiliates (collectively “Company Representatives”) employment/compensation/benefit practices of the Company. In addition, I agree not to help, encourage, or voluntarily participate in any written, oral asserting or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event filing of any breach claims or threatened breach hereof by Consultant suits related to the employment, or by its Representatives of this Section 5separation thereof, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other securityindividual from the Company, and (ii) except as required by law. I agree that the Company shall become be entitled to terminate this Agreement injunctive or other equitable relief enjoining and cease making restraining any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity actual or threatened breaches of the breach, Consultant shall, upon any such termination provisions of this Agreement pursuant to this Section 5Section. Nothing herein, forfeit however, shall be construed as prohibiting the Company from pursuing any other remedies available to the Company within five business days following for such breach or threatened breach, including but not limited to, the date recovery of such termination up damages (both actual and punitive) from me. If the Company is asked to provide a prospective employer a reference regarding my employment with the Company, I will direct that employer to the full amount Company’s employment verification line for verification of the dates of employment and position(s) held. If the Company is contacted by any prospective employer, the Company will confirm dates of employment and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofposition(s) held.

Confidentiality and Non-Disparagement. Except as required EMPLOYEE agrees that, unless he is compelled to be publicly discloseddo so by law, Consultant and he will not disclose to any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence person any information regarding the existence and or substance of this Agreement, except that he may discuss the terms of this Agreement. In Agreement with his tax advisor or an attorney with whom EMPLOYEE chooses to consult regarding the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined consideration reflected in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the this Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and provided that any such breach individual agrees to keep that information strictly confidential and disclose it to no other person. EMPLOYEE affirms that he has not made any prior disclosures that, if made after signing this Agreement, would cause the Company and/or Company Representatives irreparable harmhave violated this obligation of confidentiality. Accordingly, Consultant EMPLOYEE further agrees that he will not initiate or participate in any discussion or communication concerning or relating to his employment with COMPANY and/or the event cessation of any breach or threatened breach hereof by Consultant or by its Representatives his employment except as it relates to describing his general duties for purposes of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other securityseeking future employment. If, and (ii) only if, another person asks EMPLOYEE about his departure from the COMPANY, his response shall be limited to the following statement or its reasonable equivalent: “My position ended with the change in top leadership at the COMPANY. There is really nothing more to talk about.” In addition, EMPLOYEE agrees not to disparage or say or write negative things about COMPANY or RELEASEES. EMPLOYEE also agrees not to initiate or participate in any discussion or communication that disparages or reflects negatively on COMPANY or RELEASEES. EMPLOYEE understands that the Company shall become entitled to terminate confidentiality of this Agreement and cease making any payments pursuant this non-disparagement provision are material parts of the consideration he is giving to COMPANY in this Agreement and for which COMPANY is providing the consideration identified in Section 2(b) hereof that have not yet been paid1 above, and (iii) depending upon the severity of the breachbut for these obligations, Consultant shall, upon any such termination of COMPANY would not have entered into this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofAgreement.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosedI understand that this Agreement is confidential, Consultant and any associated personnelI agree I have not, consultantsmay not, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence will not disclose the existence and or terms of this Agreement (including any amounts paid in consideration of this Agreement) to any third party; provided, however, that the terms and existence of this Agreement may be disclosed as required by law upon advice of counsel to CST. In I understand I may disclose the event that Consultant or Consultant Representatives become legally compelled terms of this Agreement to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties)my spouse, it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtainedpersonal attorney, accountant, or tax advisor, provided I instruct such person that the information is confidential and not to be disclosed. Subject to the foregoing, this confidentiality provision applies to and expressly prohibits all communications to any person or entity including, without limitation, communications to any present, former, or future Company waives compliance with the provisions of the Agreementemployees. I also agree not to, Consultant directly or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not indirectly, engage in any disparagement of communications or conduct that disparages the Company or any of its personnelit officers, Boarddirectors, consultantsrepresentatives, advisorsor employees or make any negative statements about the business, professionals products, employees, or employment/compensation/benefit practices of the Company. In addition, I agree not to help, encourage, or voluntarily participate in asserting or filing of any claims or suits related to the employment, or separation thereof, of any individual from the Company, except as required by law. I agree that the Company shall be entitled to injunctive or other affiliates equitable relief enjoining and restraining any actual or threatened breaches of the provisions of this Section. Nothing herein, however, shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including but not limited to, the recovery of damages (collectively “both actual and punitive) from me. If the Company Representatives”is asked to provide a prospective employer a reference regarding my employment with the Company, I will direct that employer to the Company’s employment verification line for verification of the dates of employment and position(s) held. If the Company is contacted by any prospective employer, the Company will confirm dates of employment and position(s) held. 8. COOPERATION I understand that I have material knowledge of various existing matters, or matters that may arise in any writtenfuture, oral arising out of or broadcast form related to the Company’s business or operations, and that the Company may require my assistance in any medium whatsoeverorder to address, respond to, resolve, or defend against such matters. Consultant I agree to cooperate with the Company and its Representatives acknowledge that money damages affiliated entities and their respective counsel in the handling or defense of such matters and any related legal or other proceedings until such matters are fully and finally resolved. Such cooperation shall include, but is not limited to, providing information to counsel for the Company, assistance in locating and/or reviewing relevant documents, participating in interviews, and providing testimony in deposition or in court. Except as may be both incalculable required by law, I agree to communicate with any party adverse to the Company, or with a representative, agent or legal counsel for any such party, concerning any such pending or future claims or litigation or administrative hearing solely through legal counsel for the Company. This requirement is not intended to and does not preclude me from giving testimony or providing information as a witness in a judicial, administrative, or grievance proceeding or restrict my communications with my attorney or spouse. I agree to promptly advise the Company if I receive a request, order, or notice seeking to obtain my testimony or seeking information in connection with any proceeding or potential proceeding involving the Company. The Company agrees to reimburse me for any reasonable costs actually incurred by me as a result of any travel or other expenses relating to my cooperation with the Company under this Section so long as appropriate documentation is provided. Any expenses for which reimbursement is to be requested will be approved in advance by an insufficient remedy appropriate representative of the Company before they are incurred. 9. PROPRIETARY INFORMATION AND TRADE SECRETS I re-affirm Section 8 of the Separation Agreement and agree that during the course of employment, CST provided me with confidential, proprietary, and trade secret information of the Company (“Confidential Information”). Such Confidential Information includes, but is not limited to, all non-public and/or proprietary information regarding Company’s business strategies and practices, sales and marketing strategies and practices, methods of operation, pricing information, cost information, hiring and training methods, investment policies, business manuals, Company financial information, Company contracts and/or forms and any other confidential, proprietary and/or trade secret information concerning Employer, which if misused or disclosed, could adversely affect the business of the Company. I agree I will keep in strict confidence and will not directly or indirectly disclose or use any Confidential Information of the Company unless required by law or court order. I acknowledge and agree the duties and obligations under this Section will continue for as long as such Confidential Information remains confidential to the Company. I further acknowledge and agree any breach of this Section 5would be a material breach of this Agreement, and that any such breach would cause violation of this provision shall entitle the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable appropriate relief, including injunctive relief and specific performance without an award of actual damages. 10. NON-SOLICITATION, NON-INTERFERENCE AND NON-COMPETE I re-affirm Section 8 of the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Separation Agreement and cease making any payments pursuant to Section 2(bagree that for the period of twelve (12) hereof that have not yet been paidmonths following my Termination Date, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof.I will not:

Confidentiality and Non-Disparagement. Except as required to be publicly disclosedEmployee understands this Agreement is confidential, Consultant and any associated personnelagrees she has not, consultantsmay not, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence will not disclose the existence and or terms of this Agreement (including any amounts paid in consideration of this Agreement) to any third party, except that Employee may disclose the terms of this Agreement to Employee’s spouse, personal attorney, accountant, wealth management advisor, and tax advisor, provided Employee instructs such person that the information is confidential and not to be disclosed. In Employee and the event Company agree not to, directly or indirectly, engage in communications or conduct that Consultant disparages the other (including disparagement by Employee of the Company’s officers, directors, representatives, or Consultant Representatives become legally compelled employees to disclose the extent that such statement refers to such individual’s work for or association with the Company). Employee and the Company further agree not to make any Confidential Information (as defined negative statements about the business, products, employees, work performance or employment/compensation /benefit practices of the other. Nothing in this Agreement shall be construed to prevent Employee from filing a Charge of Discrimination with the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order Equal Employment Opportunity Commission or other appropriate remedy federal, state or waive compliance local agency, or from participating in any manner in an investigation or proceeding with the Equal Employment Opportunity Commission or other federal, state or local agency, although Employee agrees that Employee is not entitled to recover any damages, costs, fees or other personal relief from the Company in any such proceeding. Further, Employee understands nothing in this Agreement prohibits Employee from reporting possible violations of federal, state or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. Employee does not need the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement prior authorization of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that to make any such breach would cause reports or disclosures and is not required to notify the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach Employee has made such reports or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofdisclosures.

Confidentiality and Non-Disparagement. Except as required Employee agrees to be publicly disclosedkeep the terms and conditions of this Agreement confidential to the extent allowed by law, Consultant and any associated personnel, consultants, advisors, professionals except Employee may supply a copy to Employee's accountant or other affiliates (collectively “Consultant Representatives”) agree financial advisor solely in connection with preparing Employee's income tax return, and Employee may disclose this Agreement to treat confidentially members of Employee's immediate family and to maintain in strict confidence the existence and terms Employee's attorney on a confidential basis. Employee may also provide a copy of this Agreement. In Agreement to a potential future employer, after receipt of a job offer, to confirm any ongoing obligations owed to Employer under the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions terms of the Agreement. In Employee also agrees to keep confidential any and all discussions, communications and documents relating to the event issues and negotiations that such protective order led to this Agreement and the underlying facts, allegations, documents and communications related to any claims of discrimination Employee made during Employee’s employment with Employer. Employee further agrees not to talk about or other remedy is not obtainedotherwise communicate to any third parties in a malicious, disparaging, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company defamatory manner regarding Employer or any of its personnelthe Released Parties. Employee also agrees that Employee shall not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Employer. Nothing in this paragraph or Agreement is to be construed to preclude Employee or any individual from communicating with any government agency, Boardincluding the EEOC, consultantsthe National Labor Relations Board (“NLRB”), advisorsthe Securities and Exchange Commission (“SEC”), professionals or other affiliates (collectively “Company Representatives”) and/or otherwise participating in any written, oral investigation or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge proceeding that money damages may be both incalculable and an insufficient remedy for conducted by any breach of this Section 5government agencies in connection with any charge or complaint, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordinglywhether filed by Employee, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant on Employee’s behalf, or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofindividual.