Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. Subject to Section 8(b) of this Agreement and applicable law, you acknowledge that you continue to be bound by your obligations under the Employment Agreement that survive the termination of your employment, including without limitation your obligations set forth in Sections 7-11 and 13 thereof (collectively, the "Continuing Obligations"). For the avoidance of doubt, you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means. Subject to Section 8(b) of this Agreement, and except as otherwise required by law, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. Subject to Section 8(b) of this Agreement and applicable law, you agree that you will never disparage or criticize any of the Released Parties (as defined below), the Company, its Affiliates, their business, their management or their products or services, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or any of its Affiliates. The Company, in turn, agrees that it will never disparage or criticize you, your professional standing, your role with the Company, or otherwise, and that it will not otherwise do or say anything that could harm your personal or professional interests or reputation. You understand that the Company's obligations under this Section 6(c) relate only to the Company's officers and directors.

Confidentiality and Non-Disparagement. Subject Employee agrees to Section 8(b) keep the terms and conditions of this Agreement and applicable law, you acknowledge that you continue confidential to be bound by your obligations under the Employment Agreement that survive the termination of your employment, including without limitation your obligations set forth in Sections 7-11 and 13 thereof (collectively, the "Continuing Obligations"). For the avoidance of doubt, you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means. Subject to Section 8(b) of this Agreement, and except as otherwise required extent allowed by law, you agree that you will not except Employee may supply a copy to Employee's accountant or other financial advisor solely in connection with preparing Employee's income tax return, and Employee may disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your Employee's immediate family and to your legal and tax advisors, and then only Employee's attorney on condition that they agree not to further disclose this Agreement or any of its terms or provisions to othersa confidential basis. Subject to Section 8(b) Employee may also provide a copy of this Agreement to a potential future employer, after receipt of a job offer, to confirm any ongoing obligations owed to Employer under the terms of the Agreement. Employee also agrees to keep confidential any and applicable lawall discussions, you agree communications and documents relating to the issues and negotiations that you will never disparage 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 criticize otherwise communicate to any third parties in a malicious, disparaging, or defamatory manner regarding Employer or any of the Released Parties 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, including the EEOC, the National Labor Relations Board (as defined below“NLRB”), the CompanySecurities and Exchange Commission (“SEC”), its Affiliatesand/or otherwise participating in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, their businesswhether filed by Employee, their management or their products or services, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or any of its Affiliates. The Company, in turn, agrees that it will never disparage or criticize you, your professional standing, your role with the Companyon Employee’s behalf, or otherwise, and that it will not otherwise do or say anything that could harm your personal or professional interests or reputation. You understand that the Company's obligations under this Section 6(c) relate only to the Company's officers and directorsby any other individual.

Confidentiality and Non-Disparagement. Subject to Section 8(b) The nature and terms of this Agreement are confidential and applicable lawhe has not been and shall not be disclosed by Employee at any time to any person other than Employee’s lawyer or accountant, you acknowledge a governmental agency, or Employee’s spouse or significant other, without the prior written consent of the General Counsel of the Company, except as necessary in any legal proceedings directly related to the 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 you continue Employee makes reasonable efforts to secure the confidential treatment of such information in connection therewith. Employee further agrees not to solicit or initiate any demand by others not party hereto for any disclosure of the terms and conditions of this or any similar agreement. Employee also agrees to keep confidential and not to publish, post, communicate, use or disclose any confidential or personal information, or to (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 extent compelled by the non-appealable order of a court or other body having jurisdiction. Employee agrees not to make statements to clients, customers, suppliers or others regarding any Released Parties that are in any way disparaging or negative towards the Released Parties (including Xxxx X. Icahn and his family) or their businesses, products or services, or encourage others to do so. Nothing in this Agreement is intended to or will be bound 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 the requirements and obligations in this Section 5 serve the mutual interests of both Employee and Released Parties in ensuring an amicable separation between the parties. Employee further agrees that it is 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 your 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 federal law or regulation to 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 Employment whistleblower provisions of federal law or regulation. Employee is not required to notify the Company that he will make or has made such reports or disclosures. Non-Compliance with the disclosure provisions of this Agreement that survive the termination of your employment, including without limitation your obligations set forth in Sections 7-11 and 13 thereof (collectively, the "Continuing Obligations"). For the avoidance of doubt, you will shall not be held criminally subject Employee to criminal or civilly liable civil liability under any federal Federal or state State trade secret law for disclosing the disclosure of a Company trade secret if the disclosure is made: (yi) in confidence to a federalFederal, stateState, or local government official, either directly or indirectly, or to an attorney, attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law, or ; (zii) in a complaint or other document filed under seal in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; providedor (iii) to an attorney representing Employee in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, however, provided that notwithstanding this immunity from liability, you may be held liable if you unlawfully access any document containing the trade secrets by unauthorized means. Subject to Section 8(b) of this Agreement, secret is filed under seal and except as otherwise required by law, you agree that you will Employee does not disclose this Agreement or any of its terms or provisions, directly or by implicationthe trade secret, except pursuant to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. Subject to Section 8(b) of this Agreement and applicable law, you agree that you will never disparage or criticize any of the Released Parties (as defined below), the Company, its Affiliates, their business, their management or their products or services, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or any of its Affiliates. The Company, in turn, agrees that it will never disparage or criticize you, your professional standing, your role with the Company, or otherwise, and that it will not otherwise do or say anything that could harm your personal or professional interests or reputation. You understand that the Company's obligations under this Section 6(c) relate only to the Company's officers and directorscourt order.

Confidentiality and Non-Disparagement. Subject (a) While Consultant was/is a director of the Company, as part of his fiduciary duties, he was/is subject to Section 8(b) duties of confidentiality with respect to the Company’s confidential or proprietary information (the “Information”). Consultant agrees, during and after the Term, to continue to abide by such duties with respect to the Information to the same extent as when he was a director. If he learns additional Information during the Term, it shall be subject to the same limitation. Without limiting the rights and remedies otherwise available to it, each party agrees that the other would be irreparably harmed by any breach or threatened breach of this Section 3 and accordingly that the other party shall be entitled to equitable relief by way of injunction. Nothing in this Section 3(a) displaces any existing confidentiality agreement Consultant or his affiliated companies may have with the Company. It is acknowledged by both parties that as a public Company that Company is entitled to disclose and file this Agreement with the SEC to the extent necessary to comply with its legal obligations. (b) Consultant agrees that he will not make any negative, disparaging, detrimental or derogatory comments to any third party concerning the Company or its current and applicable lawformer officers, you acknowledge directors, employees, agents, representatives, affiliates or subsidiaries. The Company agrees that you continue no person authorized to be bound by your obligations under the Employment Agreement that survive the termination of your employment, including without limitation your obligations set forth in Sections 7-11 and 13 thereof speak for it (collectivelyi.e., the "Continuing Obligations"members of its Board of Directors and its executive officers), nor the Company itself in any statement by the Company, will make any negative, disparaging, detrimental or derogatory comments to any third party concerning Consultant. Nothing in this Section 3(b) shall prevent either Consultant or the Company from (i) making truthful statements regarding the other where compelled by legal process in the form of a court order, order from a regulatory agency or similar legal process or where required by the rules and regulations of the Securities and Exchange Commission or (ii) responding truthfully to a breach by the other party of this Section 3(b). For Consultant and the avoidance Company will mutually agree upon the content and form of doubtany staff or public announcement regarding his employment with, you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federaland departure from, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceedingCompany; provided, however, that notwithstanding this immunity from liability, you the Company may be held liable if you unlawfully access trade secrets by unauthorized means. Subject to Section 8(bin its discretion file a Current Report on Form 8-K (and in any other SEC filing) announcing the resignation of Consultant and the terms (and providing a copy) of this Agreement, and except as otherwise required by law, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. Subject to Section 8(b) of this Agreement and applicable law, you agree that you will never disparage or criticize any of the Released Parties (as defined below), the Company, its Affiliates, their business, their management or their products or services, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or any of its Affiliates. The Company, in turn, agrees that it will never disparage or criticize you, your professional standing, your role with the Company, or otherwise, and that it will not otherwise do or say anything that could harm your personal or professional interests or reputation. You understand that the Company's obligations under this Section 6(c) relate only to the Company's officers and directors.