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”a) Xxxxxx agree to treat confidentially keep all details of this Agreement and to maintain the details surrounding his separation in strict confidence except that he may make disclosures as follows: (1) to his immediate family; (2) to his financial and legal advisors who have a reasonable need to know this information; (3) to the existence and terms extent he is compelled by subpoena or other legal process to disclose such information; or (4) to the extent reasonably required in order to prosecute or defend any action for breach of this Agreement. In the event Xxxxx agrees that Consultant if he does share this Agreement or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined information 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 any of the Agreementaforementioned individuals, he will instruct such person(s) that the information is strictly confidential and that they may not share it with anyone else. In The Parties agree that, to the event extent that such protective order or other remedy is not obtained, or that Company waives compliance with Microsoft discloses the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion terms of the Agreement that it is advised by opinion of counsel (reasonably acceptable in any filing with the Securities & Exchange Commission pursuant to Company) is legally required the applicable securities laws and will endeavor regulations, the foregoing obligation to obtain assurance that confidential treatment will be accorded maintain the remainder confidentiality of the Agreement. Consultant and terms of this Agreement ceases with respect to the information disclosed in the filing. (b) Xxxxxx agrees not to make any disparaging remarks about Microsoft, its Representatives further agree officers or directors, its products, or the Released Parties, including but not limited to disparaging statements relating to his employment with or separation from Microsoft; provided that they will commencing January 1, 2016, this clause (b) shall not engage be violated by statements or communications (in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”medium) 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 do not rely on confidential information obtained by Xxxxxx during his employment 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, Microsoft and (ii) are made directly or indirectly by Xxxxxx (A) regarding Microsoft products, services, or business practices or decisions that are created, rendered or implemented after January 1, 2016 or (B) regarding Microsoft products or services made after January 1, 2014 and that are made in connection with, related to or during the Company course of Steven’s employment, engagement or other relationship with another business organization. (c) Microsoft agrees that it and its directors and members of the company’s Senior Leadership Team (or any successor team thereto) will not make any disparaging remarks about him, including but not limited to disparaging statements relating to Steven’s employment with or separation from Microsoft. Notwithstanding the foregoing, nothing in this Paragraph 6 shall become entitled prevent any person from: (i) responding publicly to terminate this Agreement and cease any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement, or (ii) making any payments pursuant truthful statement to Section 2(bthe extent: (x) hereof that have necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not yet been paidlimited to, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination enforcement of this Agreement pursuant Agreement, or (y) required by law or by any court, arbitrator, mediator or administrative of legislative body (including any committee thereof) with actual or apparent jurisdiction to this Section 5, forfeit order such person to the Company within five business days following the date of disclose or make accessible such termination up to the full amount of any and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereofinformation.

Confidentiality and Non-Disparagement. Except as required a. Xxxxxxxx xxxees, covenants and represents that the facts relating 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 of this Agreement, the negotiations leading to the execution of this Agreement, the terms of this Agreement. In Agreement and 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 amounts of the Severance Payment and the Supplemental Payment shall be held in confidence, and, except as required by law or by SEC regulations, shall not be disclosed, communicated or divulged, to any person other than those who must perform tasks to effectuate this Agreement. In the event , without first obtaining MTI's written consent to each disclosure. b. Xxxxxxxx xxxther agrees, covenants and represents that such protective order he shall not take any action or other remedy is not obtainedmake any comments that actually or potentially disparage, disrupt, damage, impair, or that Company waives compliance otherwise interfere with MTI's business interests or reputation. c. MTI agrees, covenants and represents that, except as required by law or by SEC regulations, the provisions facts relating to the existence of this Agreement, the negotiations leading to the execution of this Agreement, the terms of this Agreement and the amounts of the Severance Payment and the Supplemental Payment shall be held in confidence, and shall not be disclosed, communicated or divulged, to any person other than those who must perform tasks to effectuate the Agreement, Consultant or Consultant Representatives will furnish only that portion of without first obtaining Pearxxxx'x xxxtten consent to each disclosure. d. Concurrently, with 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 execution of this Section 5Agreement, Mr. Xxxxxxx Xxxxxx xxxll execute the open letter of reference attached to this Agreement as Exhibit "D". Pearxxxx xxxees, covenants and represents that he shall instruct 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 actionprospective employer seeking a reference regarding his employment with MTI Technology Corporation, to equitable reliefcommunicate with Mr. Xxxxxx, including injunctive relief and specific performance without the posting of any bond or xx such other securityindividual as Mr. Xxxxxx xxx from time to time designate in writing to Pearxxxx. Xxe parties agree, 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.covenant and

Confidentiality and Non-Disparagement. Except as required (a) You agree to be publicly disclosed, Consultant hold this Agreement and any associated personnel, consultants, its terms strictly confidential except that you may disclose the terms of this Agreement to your tax /financial advisors, professionals or other affiliates (collectively “Consultant Representatives”) legal counsel, and spouse provided that they agree to treat confidentially and to maintain in strict confidence the existence and confidentiality of the terms of this Agreement. In , although the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Company may file this Agreement signed if it believes such filing is required by the PartiesSecurities Act of 1933, as amended, the Exchange Act, or any rules or regulations of the Securities and Exchange Commission or state securities commission. (b) You agree that you shall not disparage or make any disparaging remarks or statements about Student Advantage, its officers, directors, or employees. (c) The Company agrees (i) to instruct those of its officers who are subject to reporting obligations under section 16 of the Exchange Act and members of its Board of Directors (collectively, "Reporting Persons") not to make any disparaging remarks or statements about you or the performance of your obligations relating to your employment; (ii) that it shall cause such Reporting Persons to comply with this subparagraph 5(c), it will provide Company with reasonable notice so . It is agreed however that Company may seek a protective order or other appropriate remedy or waive compliance with none of the provisions of the Agreement. In the event that such protective order or other remedy is not obtainedthis subsection shall apply to any statements made (i) in connection with Company hiring activities for executive-level positions, (ii) to professional advisors, or (iii) as required or deemed by the Company as appropriate in any filing or legal proceeding. (d) You acknowledge and understand that Company waives compliance the terms of any confidentiality and/or non-competition agreement signed by you shall remain in full force and effect in accordance with its terms, and that regardless of the terms of such agreement, you agree to keep confidential any information acquired during the course your employment. (e) You agree to cooperate fully with the provisions Company in the defense or prosecution of any claims or actions or government investigations or proceedings which are currently in existence or which may be brought in the Agreement, Consultant future against 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 on behalf of the Company or any of its personnelpresent or former employees; your full cooperation in connection with such claims and actions shall include, Boardbut not be limited to, consultants, advisors, professionals your being available to meet with counsel to prepare for trial or other affiliates discovery and to act as a witness when requested by the Company's counsel at reasonable times designated by the Company. You will be entitled to compensation for such requested assistance rendered after the Termination Date at an hourly rate of $150 (collectively “Company Representatives”One Hundred Fifty Dollars). (f) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives You acknowledge that money damages may be both incalculable your communications with present or former internal and an insufficient remedy external legal counsel for any breach the Company were undertaken in a capacity as a representative of this Section 5the Company, and that any such breach would cause communications are protected from disclosure by the attorney-client privilege which belongs solely to the Company. As such, you further acknowledge that only the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees can waive the attorney-client privilege and that in you will refrain from unilaterally purporting to waive the event of any breach or threatened breach hereof by Consultant or by its Representatives attorney-client privilege concerning the communications. (g) The provisions of this Section 5, (i) the Company paragraph 5 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 be binding following the date of such termination up to the full amount of any hereof until December 31, 2010, except that subparagraphs (e) and all Securities paid by Company to Consultant or its Representatives pursuant to Section 2 hereof(f) shall be binding in perpetuity.

Confidentiality and Non-Disparagement. Except as required to be publicly disclosed10.1 The parties hereto and their attorneys, Consultant and any associated personnelperson connected to, consultantsaffiliated with, advisorsor in privity with the parties or their attorneys, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially shall keep and to maintain in strict confidence all of the existence terms of this Agreement and not voluntarily publish, display, disclose or characterize the provisions or terms of the Agreement to anyone who is not a party to the Settlement Agreement. Further, KPMG on the one hand, and the Departing Partners, the Departing Personnel, Answerthink, ITS, Xxxxxx Capital, and Xxxxxx, on the other, agree not to make any public defamatory or disparaging remarks about the other. The parties expressly agree that KPMG may disclose and characterize the terms of this Agreement to KPMG partners and employees, in a manner not inconsistent with the foregoing terms of this paragraph of this Agreement. In Similarly, the event parties expressly agree that Consultant or Consultant Representatives become legally compelled Answerthink may disclose and characterize the terms of this Agreement to disclose any Confidential Information its employees, in a manner not inconsistent with the foregoing terms of this paragraph of this Agreement. The parties agree and acknowledge that the provisions in this paragraph are a material part of the Agreement. 10.2 Exceptions to the confidentiality requirements established in paragraph 10.1 may arise under the following circumstances: (a) such disclosure as defined may be agreed to in the Non-Disclosure Agreement signed writing by the Parties; (b) such disclosure as is required by law; or (c) such disclosure as reasonably may be required for auditing or tax purposes. The parties and their attorneys may state in response to inquiries: "The case has been resolved upon terms acceptable to all parties." In addition, upon entry of the Consent Decree by the Court, the parties may, if they jointly choose to do so and agree upon the specific wording thereof, cause a joint press release to issue announcing that the parties have amicably resolved their differences. No other press releases shall be issued relating to the Agreement or the parties' disputes. 10.3 Prior to making such disclosure as is permitted by paragraph 10.2(b), it will the party seeking to make the disclosure shall provide Company with reasonable prompt notice so that Company may in advance of disclosure to the other parties to allow them an opportunity to seek additional protection, whether from a protective order court or other appropriate remedy authority, or waive compliance through other means. Each party shall cooperate with the provisions of other parties in ensuring that the Agreement. In the event that such protective order parties receive adequate information and opportunity to seek additional protection, whether from a court or other remedy is not obtainedauthority, or that Company waives compliance through other means. Each party shall cooperate with the provisions of other parties in ensuring that the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable parties receive adequate information and opportunity 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 seek additional protection from a court or other affiliates (collectively “Company Representatives”) in any writtenauthority, 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 5through other means. 11.1 Any notices, requests, claims, demands, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordinglyother communications hereunder shall be in writing and shall be deemed delivered if given by hand, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant express-mail delivery, facsimile, or by its Representatives of this Section 5United States mail (registered or certified mail, (ipostage prepaid, return receipt requested) 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 parties as follows: If to KPMG, notices shall be directed to: Xxxx X. Xxxxxxx Deputy General Counsel KPMG Peat Marwick LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 and Xxxx X. Xxxx Xxxxxx & Xxxxxx Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, XX 00000 If to Answerthink, ITS, the date of such termination up Departing Partners, or the Departing Personnel: Xxx Xxxxxxxxx 000 Xxxxxx Xxxx Key Biscayne, FL 33149 and S. Xxxxxx Xxxxx Hanzman, Criden, Korge & Chaykin, P.A. First Union Financial Center Suite 2100 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx, XX 00000 If to the full amount of any and all Securities paid by Company to Consultant Xxxxxx or its Representatives pursuant to Section 2 hereof.Xxxxxx Capital: Xxxxxx Xxxxxx Xxxxxx Capital Management 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx Xxxxx, XX 00000

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 10.1 Xxxxx agrees that he will keep both the existence and terms of this Agreement completely confidential and will not disclose the contents of this Agreement to anyone except his tax advisor, attorney and/or spouse, unless required to do so by force of law. Xxxxx further agrees that he will not disparage PFC, PW, or any of their affiliated or related entities, employees, or partners, in any way, including but not limited to making negative statements or implications, in written or verbal form, to current or potential customers, vendors, or employees of PFC, PW, or their affiliates. Any disclosure or breach of this confidentiality and non-disparagement provision shall be deemed a material breach of this Agreement. . 10.2 Xxxxx agrees that he will not use, remove from PFC’s premises, make unauthorized copies of or disclose any confidential or proprietary information of PFC, PW, or any affiliated or related entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development, reports, work in progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of PFC, PW, and any affiliated or related entities that has not previously been released to the public by an authorized representative of those entities. 10.3 Within five (5) days after the date of Xxxxx’ execution hereof, Xxxxx shall return to PFC all PFC, PW, and the other Released Parties’ property, including all confidential and proprietary information, as described in paragraph 10.2 above, and all materials and documents containing trade secrets and copyrighted materials, including all copies and excerpts of the same. 10.4 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 of 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 510, Xxxxx agrees to pay PFC upon demand, without proof of actual damages, the sum total of all payments made pursuant to this Agreement, and that agrees to pay PFC’s attorneys’ fees and costs incurred in any such action brought to enforce the terms of, or establish a 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 as required to be publicly disclosed, Consultant Xxxxx’x and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) Xxxxxx agree to treat confidentially and to maintain in strict confidence keep the existence and the terms of this AgreementAgreement absolutely confidential, except as to any disclosures that are (i) required by law, or (ii) reasonably required in connection with either of the parties federal tax filings. In Xxxxxx also acknowledges that during the event course of his employment with Xxxxx’x, Xxxxxx has had access to certain trade secrets, customer lists, drawings, designs, marketing plans, management organization information (including, without limitation, data and other information relating to members of the Board of Directors and other management personnel of Xxxxx’x), operating policies and manuals, business plans, financial records, and other financial, commercial, business and technical information relating or belonging to Xxxxx’x and information designated or considered as confidential or proprietary that Consultant Xxxxx’x may have received belonging to suppliers, customers or Consultant Representatives become legally compelled others who do business with Xxxxx’x (collectively, “Confidential Information”). For purposes of this Agreement and without limiting the foregoing description of Confidential Information, “Confidential Information” includes: all nonpublic information relating to Xxxxx’x and all non-public information regarding Xxxxx’x current or former employees, investors and customers. Examples of Confidential Information include, without limitation: the identities of past, present or potential customers, investors or employees, marketing plans, contract information, trade secrets as defined by Washington law, and any other sorts of items or information regarding Xxxxx’x or its customers, investors or employees that are not generally known to the public at large. As used herein, Confidential Information does not include any information that has been previously disclosed to the public by Xxxxx’x or is in the public domain, unless it has been wrongfully or illegally disclosed to the public. Xxxxxx agrees that all Confidential Information shall remain the exclusive property of Xxxxx’x. For a period of three (3) years following the Separation Date, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Xxxxxx agrees not to disclose to anyone outside Xxxxx’x, nor to use for any purpose other than for Xxxxx’x benefit, (i) any Confidential Information or (ii) any information Xxxxx’x has received from others which Xxxxx’x is obligated to treat as defined in the Non-Disclosure Agreement signed by the Parties)confidential or proprietary. By signing this agreement, it will provide Company with reasonable notice so Xxxxxx confirms that Company may seek a protective order he has returned to Xxxxx’x all materials containing Confidential Information within Xxxxxx’x possession or other appropriate remedy or waive compliance with the provisions of the Agreementcontrol. 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 Xxxxxx and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives Xxxxx’x further agree to refrain from making any statement about the other party that they will not engage could reasonably be construed as negative, derogatory or disparaging in any disparagement of way. Without limiting the Company foregoing, each party hereto agrees to refrain from making any statements that the other party reasonably construes as negative, derogatory or disparaging in any way concerning such other party or any of its personnelofficers or directors. Nothing in this Agreement, Boardhowever, consultants, advisors, professionals shall preclude or other affiliates (collectively “Company Representatives”) prevent any person from testifying 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 a truthful manner if required by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition law to testify pursuant 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 hereoflegal proceedings.

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 disclose any of the terms of this Settlement 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 certain Mutual Nondisclosure Agreement, dated July 31, 2015, entered into by and between Xxxxxx.xxx and Express One (the “NDA”), (i) Xxxxxx.xxx may make disclosures of the terms of this Settlement Agreement to the SEC (pursuant to publicly available securities filings), (ii) Xxxxxx.xxx may make other public disclosures related to this Settlement Agreement as Xxxxxx.xxx reasonably deems commercially necessary; (iii) each Party may disclose the 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 assets of the Party by acquisition, merger, or other transfer, and each such disclosing Party shall ensure that the terms of this Settlement Agreement remain confidential in accordance with this Section 6 with such fiduciary professionals; (iv) each Party may disclose this Settlement Agreement and its terms to lawyers and retained expert witnesses in any disparagement litigation in which that Party becomes involved for use subject to any pending protective order after providing written notice to the other Party of the Company or any of that disclosure; and (v) each Party may disclose this Settlement Agreement and its personnelterms as required by (A) law, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”B) in any a written, oral formal governmental agency request, or broadcast form (C) a court of competent jurisdiction, to be disclosed by the receiving party, provided that the disclosing Party gives the other Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, the Parties also agree that any medium whatsoeverParty 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. Consultant Xxxxxx.xxx agreed to pay Express One $10,000,000 in exchange for Express One’s dismissal and its Representatives acknowledge permanent withdrawal of Express One’s tort claims. In addition, the parties agreed to continue their business relationship going forward.” In addition, nothing herein shall restrict the Parties from making customary business statements to third parties about positively working together. (b) The Parties shall not make any statements by any means, whether written, oral, or electronic, of a disparaging nature about any other Party to any third parties, specifically including, but not limited to, any customer of any Party. For purposes of this Settlement Agreement, a statement of a disparaging nature is any statement that money damages may criticizes, detracts from, or calls into question either Party’s character, reputation, conduct, or business practices, it being understood that the Parties are (i) not responsible for statements by any person who is not an officer of director of such Party, unless such person has been authorized by an officer or director to make the statement and (ii) not prohibited from making routine competitive statements consistent with commercial practices in the industry. The Parties agree that statements allowed above under Section 6(a) shall not be both incalculable and an insufficient remedy for any deemed a statement of a disparaging nature. Nothing in this Section 6(b) shall prohibit truthful statements pursuant to subpoena, court order or similar legal process or government request. Under no circumstances shall a breach of this Section 56(b) give rise to a remedy of rescission or abrogation of any part of this Settlement Agreement, and that the sole remedies for any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any being injunction to prohibit such breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition damages related specifically to such breach. Prior to commencing 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 complaint related to this Section 56(b), 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 aggrieved party shall request a retraction or its Representatives pursuant to Section 2 hereofother appropriate response.

Confidentiality and Non-Disparagement. Except as required You agree that you will not make any statement in connection with any coverage by the news or entertainment media, in any release to the news or entertainment media, in any Internet or social media posting, website, “blog,” or podcast that is inconsistent with the Form 8-K to be publicly disclosedfiled by the Company on August 3, Consultant and any associated personnel2022. You further agree that, consultantsin the event you disclose confidential information protected by this Section to members of your family, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree you will instruct those individuals not to treat confidentially and to maintain in strict confidence disclose the existence and terms information. Any disclosure of confidential information protected by this Section by a member of your family will constitute a breach of this Agreement. In The Company agrees that it will not make any statements about your employment with the event Company or the termination of your employment that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined are inconsistent with the information provided in the NonCompany’s Form 8-Disclosure Agreement signed K filed by the Parties)Company on August 3, 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 Agreement2022. In the event that such protective order or other remedy Other than what is not obtainedprovided in Section 14, or that if compelled by a valid subpoena or court order, you and the Company waives compliance mutually agree not to make any disparaging, negative, or derogatory remarks about the other, or about our respective products, services, business processes, procedures, methods, policies, practices, standards of business conduct, or research and development. Except as otherwise requested by you, in response to inquiries from prospective employers regarding you, the Company shall provide only your title, dates of employment and, with the provisions of the Agreementyour written permission, 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 Agreementyour salary. Consultant and its Representatives further agree that they will not engage in any disparagement The specific representatives of the Company bound by this non-disparagement clause are: Xxxx Xxxxx; Xxxxx Xxxxx; Xxxxx Xxxx; Xxx Xxxxxxxxx; Xxxxxxxx Xxxxxx; Xxxxx Xxxxxxx; Xxxxxxx Xxxxx; Xxxx Xxxxxx; and Xxxxxxx Xxxxx. Nothing in this Agreement prevents you from engaging in conduct protected under Business and Professions Code Section 16600 after the Separation Date of January 2, 2023 or any by Section 7 of its personnelthe National Labor Relations Act, Boardsuch as lawful discussions about wages, consultantshours, advisors, professionals or other affiliates (collectively “working conditions. You and the Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant agree that violation of the non-disparagement provision shall constitute a material violation 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 hereofAgreement.