Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. The Parties agree that they shall keep in strict confidence the 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, the Parties agree that they will jointly request that everything the Parties file with the court regarding the enforcement case remain sealed from the public. The Parties, 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 have the unconditional right to disclose in 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 settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amount.

Confidentiality and Non-Disparagement. 5.1 The Parties parties hereby agree that they shall keep in strict confidence the terms terms, conditions and amount existence of this Agreement and settlement any discussions related theretoleading up to the execution of this Agreement (collectively, the "Confidential Information"), will be treated on a confidential basis. The Parties shall Each of the parties covenants to the other that it will not reveal at any time, other than in accordance with the terms of this confidential information Agreement, disclose the Confidential Information (other than to any professional advisors) without the prior written approval of the other personparties to this Agreement, except subject to required disclosure to regulatory authorities and as otherwise necessary to enforce the terms hereof or as required by law or order of by securities regulations. The parties covenant and agree to keep confidential the court or other government authority, or as Confidential Information except for such information which: (a) is reasonably necessary generally available to the public; (b) is required to be disclosed by a party to any regulatory body having jurisdiction over the parties hereto; (c) is required in the reasonable opinion of a party or its counsel to be disclosed publicly; or (d) is made available to the Parties’ accountants, tax advisors, investors, potential investors, other party on a non-confidential basis from a source other than a party to this term sheet or attorneys. The Parties further agree that if they receive a subpoena, summons their representatives. 5.2 None of the parties will make any public announcement concerning this Agreement or request to reveal this confidential information, then the Party shall promptly notify related negotiations without the prior written approval of the other Party of the subpoena, summons, or request. The Parties expressly acknowledge that the purpose of this notice and requirement is parties 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, except as may be required by law or by securities regulations, and where such requirement is evidenced by written order. Where such an announcement is required, the Parties party required to make the announcement will inform the other parties of the contents of the proposed announcement and will make reasonable efforts to obtain the other parties' approval for the announcement, which approval may not be unreasonably withheld. 5.3 the Lender acknowledges that the Company will be required by applicable law to disclose the issuance of the Consideration Shares. In doing so, the Company will be required to complete publicly available filings with regulatory authorities and, if so required, the Lender hereby consents to such disclosure by the Company. The parties hereby agree that any such disclosure shall not provide commentary regarding the circumstances under which this Agreement has been entered. 5.4 The parties hereby covenant that they will jointly request that everything not make any disparaging or negative statements, whether written or oral and whether express or implied, about the Parties file with the court regarding the enforcement case remain sealed from the public. other party (or each of their respective, officers, directors, shareholders, employees, agents, successors, administrators and assigns) to any persons or other entities, except where compelled by law to do so. 5.5 The Parties, further agree that they Company 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 have the unconditional right to disclose in 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 make any use of the settlement but not Materials nor JH's name or likeness which damages or adversely affects the terms thereof. In additiongood name, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office goodwill, reputation or image of the United States Trustee a report which will include the Trustee’s receipt of the settled amountJH.

Confidentiality and Non-Disparagement. The Parties agree that they shall Executive agrees to keep in strict confidence the 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 AgreementAgreement confidential to the extent allowed by law, except Executive may supply a copy to Executive’s accountant or other financial advisor solely in connection with preparing Executive’s income tax return, and Executive may disclose this Agreement to Executive’s immediate family members and to Executive’s attorney on a confidential basis. Executive agrees to refrain from any libel, slander, defamation or other disparaging comments about Centex or any of the Released Parties. Executive further agrees not to take any action, or assist any person taking any other action, that is (a) materially adverse to the interests of, (b) inconsistent with fostering the goodwill of, and/or (c) detrimental to the business of Centex and/or its parent, affiliates and/or subsidiaries; however, nothing in this Agreement will restrict the communication of information by Executive to any state or federal law enforcement agency or require notice to Centex thereof, and Executive will not be in breach of the covenant contained in this Section solely by reason of Executive’s testimony which is compelled by process of law. Furthermore, Executive agrees to participate in media interviews about Centex or any of the Released Parties only after receiving permission from Centex and in cooperation with Centex’s communications department. Executive acknowledges that, in the course of employment with Centex, Executive has come to know general and specific information that is confidential and proprietary to Centex and/or its parent, affiliates and/or subsidiaries (collectively, the Parties agree “Confidential and Proprietary Information”). Confidential and Proprietary Information includes oral and written information about, relating to or concerning Centex and/or its parent, affiliates and/or subsidiaries, that they will jointly request Centex has by its policies or otherwise indicated (i) should be kept confidential, (ii) should reasonably be deemed confidential by Executive whether or not it was designated as confidential, or (iii) if disclosed could be injurious to Centex and/or its parent, affiliates and/or subsidiaries. Confidential and Proprietary Information includes but is not limited to Centex’s business plans, concepts, strategies, proposals, processes, methods, internal procedures, financial statements, projections, technical specifications, data, supplier lists, marketing plans, sales strategies, product designs, customer information, and other confidential operational information. Without limiting the generality of the foregoing, Confidential and Proprietary Information specifically includes personnel lists and files, and related confidential information; hiring plans and strategies; compensation data and strategies; talent management plans and strategies; the SLiCE program, sales and marketing strategies and the ACE program and strategies. Centex acknowledges that everything information that is generally known in the Parties file home building industry is not Confidential and Proprietary Information. In accordance with the court regarding terms of the enforcement case remain sealed from Centex Corporation Executive Severance Policy dated effective June 2, 2006, as amended and restated (the public. The Parties“Severance Policy”), 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 as a condition of receiving the Severance Benefits under the Severance Policy and not mere recitals. Notwithstanding anything to the contrary in this Agreement, Executive agrees that Confidential and Proprietary Information is the Parties acknowledge sole and agree exclusive property of Centex, and Executive agrees to hold, in a fiduciary capacity for the benefit of Centex, all Confidential and Proprietary Information acquired by the Executive while employed by Centex. In further consideration of the Severance Benefits received by Executive pursuant to the Severance Policy and this Agreement, Executive agrees and covenants that NNI will have Executive (i) shall not use to Centex’s detriment and (ii) shall not divulge, publicly or privately, any specified or other Confidential and Proprietary Information regarding any aspect of Centex’s business acquired during or as a result of Executive’s employment with Centex. Furthermore, to the unconditional right to disclose in its filings with extent that disclosure of any Confidential and Proprietary Information is controlled by statute, regulation or other law, Executive agrees that Executive is bound by such laws and that neither the United States Securities and Exchange Commission such information about Severance Policy nor this Agreement shall operate 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 waiver of the settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amountany such non-disclosure requirement.

Confidentiality and Non-Disparagement. 6.1 The Parties agree and understand that confidentiality and non-disparagement provisions of this Article 6 are material and essential elements of this Agreement. Except for the rights expressly granted herein, all rights, titles, and interests to any and all Client relationships, proprietary rights and intellectual property rights in Host’s data will remain with and be the exclusive property of Host. Accordingly, the Parties agree that each will keep the terms of this Agreement confidential at all times, except in the event disclosure shall be required by a subpoena, an order of a court of competent jurisdiction or a governmental agency empowered to compel or require such disclosure, or, if necessary to enforce any provision of this Agreement, or such disclosure is required by law. The Parties agree that they any non- public technical or business information that is disclosed to one Party (the “Receiving Party”) by or on behalf of the other Party (the “Disclosing Party”) in connection with this Agreement, whether orally or in writing, whether disclosed before or after the execution of this Agreement (the “Effective Date”), hereinafter “Confidential Information”, is to be treated as confidential and proprietary. Confidential Information shall keep in strict confidence also include the terms and amount existence of this Agreement and settlement discussions related theretothe transactions contemplated herein, any non-public information that is designated by the Disclosing Party as confidential, that the Receiving Party understands to be confidential, or that a reasonable person would understand to be confidential. 6.2 The Receiving Party shall maintain the Confidential Information in strict confidence and not use or disclose it for any purpose except as expressly permitted by this Agreement. 6.3 The Receiving Party will not use Confidential Information for any purpose whatsoever, except as necessary to perform its obligations under this Agreement. The Parties Receiving Party shall not reveal limit access to Confidential Information to those of its employees who have a need to know such information for purposes of this confidential information to Agreement provided that— (i) the employees are bound by confidentiality obligations at least as stringent as those set forth herein and (ii) the Receiving Party shall be liable for any other person, except act or omission by such employee that would constitute a breach of this Article 6 if such act or omission had been caused by the Receiving Party itself. 6.4 The Receiving Party may disclose Confidential Information as required by law or order government process (including a subpoena); provided the Receiving Party— (i) provides advanced written notice, unless such notice is expressly prohibited by law, to the Disclosing Party prior to disclosure sufficient to allow the Disclosing Party to seek protection from such disclosure, and (ii) reasonably cooperates with the Disclosing Party in minimizing the extent of such disclosure. In any event, the court or other government authority, or as Receiving Party shall disclose only that Confidential Information that is reasonably necessary strictly required to be disclosed and such information shall remain protected as Confidential Information in accordance with this Agreement despite any disclosure pursuant to this Section. 6.5 The Receiving Party shall use the Parties’ accountantssame standard of care to protect Confidential Information as it uses to protect its own information of similar nature and importance, tax advisorsand in any event, investorsno less than a reasonable standard of care. 6.6 Upon termination of this Agreement or request of the Disclosing Party, potential investorsthe Receiving Party shall return or destroy all Confidential Information in its care, custody, possession, or attorneyscontrol (including all copies thereof) and shall certify its compliance with this Section in writing within seven (7) days of such return or destruction. 6.7 The Receiving Party acknowledges and agrees that in the event of an actual or threatened breach of this Article 6, that money damages may not be a sufficient remedy and in any event would be difficult to calculate and therefore, the Disclosing Party may, in addition to any other remedies available to it whether under law, equity or otherwise, seek injunctive relief without the necessity of posting bond or surety. The Parties further agree that if they receive a subpoenaIn any such action brought by either of the parties, summons or request to reveal this confidential information, then the prevailing Party shall promptly notify the other Party of the subpoenabe entitled to recover reasonable attorneys’ fees, summons, or request. The Parties expressly acknowledge that the purpose of this notice court costs 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 expenses through and conditions of this Agreement, the Parties agree that they will jointly request that everything the Parties file with the court regarding the enforcement case remain sealed from the public. The Parties, 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. including all appeals. 6.8 Notwithstanding anything to the contrary in this Agreement, Confidential Information shall not include information that— (i) is publicly available, (ii) was in the Parties acknowledge and agree that NNI will have possession of the unconditional right Receiving Party prior to disclose in its filings relationship with the United States Securities Disclosing Party, or (iii) is independently developed by the Receiving Party without reliance on or reference to Confidential Information. 6.9 The obligations to protect Confidential Information as set forth in this Agreement shall remain in place during the term of this Agreement and Exchange Commission for a period of five (5) years thereafter or for so long as the Receiving Party retains possession of Confidential Information, whichever is longer, provided that Confidential Information that is a trade secret shall remain protected for so long as 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 remains a notice referencing the existence of the settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amounttrade secret.

Confidentiality and Non-Disparagement. The Except as requested by the Court, the Parties and attorneys will keep the Settlement confidential through the filing of Plaintiff’s Motion for Preliminary Approval. Thereafter, the parties will agree that they shall keep in strict confidence to make no comments to the media or otherwise publicize the terms and amount of this Agreement and settlement discussions related theretothe Settlement, including no reference to the case, the Defendant, or any description regarding the Defendant’s business. The Parties This provision shall not reveal this confidential information restrict Class Counsel from responding to inquiries posed by Class Members. To that end, prior to filing of the Motion for Preliminary Approval, Class Counsel shall not discuss the terms of the Agreement or the negotiations leading to Settlement with any person other personthan the Plaintiff, except as required by law or order that Class Counsel may discuss the general terms of the court or other government authority, or as is reasonably necessary to be disclosed to Settlement with the Parties’ accountants, tax advisors, investors, potential investors, or attorneysClass Members. 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 AgreementAdditionally, the Parties agree that prior to the filing of a Motion for Preliminary Approval of this Settlement, the only permitted disclosures of this Agreement are those mutually agreed to by the Parties and as requested by the Court. This provision shall not preclude Defendant from making any necessary corporate disclosures. 9.2.1. Plaintiff agrees that he shall not promote, or publicize the filing of the Lawsuits, the Parties' Settlement, this Agreement and its terms, or the negotiations leading to this Agreement with anyone other than the Court. Notwithstanding the foregoing, Plaintiff may disclose the terms of this Agreement to their spouse, and to those persons to whom disclosure is necessary for the preparation of tax returns and other financial reports, without specific reference to Defendant by name or any other descriptive information that could lead to the identification of Defendant. Plaintiff agrees that he may disclose the terms of the Settlement to his spouse, but only so long as he first obtains his spouse’s express agreement to maintain that information in confidence without specific reference to Defendant by name or any other descriptive information that could lead to the identification of Defendant. This Paragraph shall not limit Plaintiff’s ability to disclose the Lawsuits, this Settlement Agreement, and its terms, to the extent ordered by a court of competent jurisdiction or otherwise required by law. 9.2.2. The Parties and their counsel agree that they will jointly request not issue any press releases, engage in any communications, or take any other action that everything would directly or indirectly provide the Parties file press or media or any litigation reporting service with information about the court regarding Lawsuits, this Agreement, or the enforcement case remain sealed from Parties' Settlement or would otherwise enable DocuSign Envelope ID: 709BDE91-36CC-4940-9510-8E54E296371D or allow the publicpress or other media or any litigation reporting service to learn or obtain such information. Plaintiff and Class Counsel also agree not to post any information concerning this Settlement on the internet or social media, including Facebook, Twitter, Instagram and Snapchat. The Parties, Parties and their counsel further agree that they shall will not in writing, orally, post any information regarding this Agreement or electronically publish the Settlement on their internet websites 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 take any such action that NNI will have the unconditional right to disclose in its filings with the United States Securities and Exchange Commission would cause or allow such information about this Agreement as may to be required, in NNI’s sole and reasonable discretion, to satisfy its duties and obligations under applicable securities lawsposted on any other internet website or on the web. 9.2.3. Notwithstanding the aboveforegoing, Defendant and its counsel shall not be precluded from making any disclosures required by law or in connection with an SEC filing, under generally accepted accounting principles, or in Defendant’s judgment are required under the parties agree that ordinary course of business, and Defendant shall also have the Trust may file right to respond in reasonably general terms to inquiries from the Bankruptcy Court media and serve a notice referencing the existence of the settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amountinvestment-related entities.

Confidentiality and Non-Disparagement. The Parties agree that they shall keep in strict confidence the existence, terms and amount conditions of this Agreement will be held in confidence by the Parties, and settlement discussions related theretotheir respective agents, officers, directors, employees and contractors, and shall not be disclosed to any person except as follows: (1) the Parties may disclose the existence, terms and conditions of this Agreement to the extent necessary for any Party to perform its obligations under this Settlement Agreement; (2) any Party may disclose the existence, terms and conditions of this Settlement Agreement to the extent necessary to receive legal, tax, or accounting advice or to a spouse/domestic partner; (3) any Party may disclose the existence, terms and conditions of this Agreement to any governmental entity with regulatory authority over any matter arising out of this Agreement; (4) any Party may disclose the existence, terms and conditions of this Agreement to the extent necessary to comply with any law, rule, regulation, order of a court or other tribunal of competent jurisdiction, or other legal process; (5) as necessary to enforce this Agreement by legal action; and (6) upon written consent of the Parties. The Parties shall not reveal negotiations leading to the terms of this confidential information Agreement are confidential. Unless compelled to any other persontestify at a deposition, except administrative proceeding, trial, or as required by law law, government rule or order of regulation, the court or other government authorityParties agree not to: (1) disclose any statement made during negotiations, 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 or the events leading to the making of this Agreement; and (2) issue a press release, the Parties agree that they will jointly request that everything the Parties file with the court article, memorandum, statement, whether oral or written, or participate in any other publicity regarding the enforcement case remain sealed from settlement or this Agreement. In the public. The Partiesevent that Plaintiff and/or Guardian receives a subpoena, further agree that they shall not in writing, orallycourt order, or electronically publish or any request to 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 contents of this Agreement, the Parties acknowledge Plaintiff and/or Guardian shall immediately notify McGuireWoods LLP, 000 Xxxxxx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxxxxxxx, Xxxxxxxx 00000, Attention Xxxxx X. Xxxxx by email (xxxxxx@xxxxxxxxxxxx.xxx) and agree that NNI will have the unconditional right to disclose in 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 discretionovernight courier, to satisfy its duties allow Xxxxx-Xxxxxxx to interject objections or otherwise preserve the confidentiality of this Agreement. The Parties further agree to refrain from making, causing to be made, publishing, ratifying or endorsing to any third party any and obligations under applicable securities lawsall disparaging remarks, derogatory statements or comments with respect to the Incident. Notwithstanding the above, the parties agree that the Trust may file in the Bankruptcy Court One Hundred Dollars and serve a notice referencing the existence Zero Cents ($100.00) of the settlement but not Settlement Payment constitutes consideration for this Settlement Agreement’s confidentiality provision. This confidentiality and non-disparagement requirement extends to social media, and neither Plaintiff/Guardian nor the Released Parties shall refer to this Agreement, including the terms thereof. In additionof this Agreement, or Xxxxx-Xxxxxxx or any of its employees or agents in any derogatory manner (whether by name or otherwise), or Plaintiff/Guardian or any of their attorneys or agents anywhere on the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amountInternet or on any social media platform.

Confidentiality and Non-Disparagement. The a. Until such time as they have first been disclosed publicly in circumstances not violating this Agreement, the substantive terms of the Memorandum and this Agreement shall be confidential and shall not be publicly disclosed without the written consent of all Parties agree that they to this Agreement. Nothing in this paragraph, however, shall keep in strict confidence preclude disclosure of non-public information: (1) as necessary to effect the 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, (2) to accountants, attorneys, auditors, or tax advisors to whom disclosure is necessary, provided such individuals are advised of the confidentiality provisions herein and agree to be bound thereby; or (3) to the extent required by applicable Law, duly issued subpoena or civil investigative demand, in which case, the Party receiving such subpoena, civil investigative demand or court order shall provide prompt notice to the Other Parties (unless affirmatively prohibited by Law) to enable such other Parties to object, seek a protective order, or both. b. As of the Effective Date, each of the Parties agree that they will jointly request that everything shall have a continuing obligation to refrain from making disparaging or negative comments about another Party or their respective family members to any third party. Nothing in this Section ll(b) shall apply to any pleadings or documents filed in good faith in a later legal proceeding. c. Notwithstanding the Parties file with foregoing, First Physicians and RHA are permitted to disclose the court regarding substantive terms of the enforcement case remain sealed from the public. The PartiesMemorandum and this Agreement to potential acquirers, further agree that they shall not in writing, orallyoutside investors, 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 other sources of financing, without reference to the contrary in this Agreementdetails or merits of the underlying dispute or other aspects of the settlement, provided such acquirer, outside investor, or creditor signs an appropriate non-disclosure agreement, is subject to an obligation of confidentiality, or both. d. Notwithstanding the foregoing, the Parties acknowledge may disclose the terms and agree that NNI will have the unconditional right to disclose in its filings with the United States Securities and Exchange Commission such information about provisions of this Agreement as may be required, in NNI’s sole and reasonable discretion, any action deemed necessary by one Party against another 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 settlement but not enforce the terms thereofof this Agreement. e. Any Party aggrieved by a breach or threatened breach of this Section 11 shall be entitled to all remedies available at law and in equity, including, without limitation, preliminary and permanent injunctive relief against the breaching, or potentially breaching, Party. In additionFor the avoidance of doubt, the parties agree that the Trustee may file with the Bankruptcy Court nothing in this Agreement shall make a Party jointly and provide to the Office of the United States Trustee a report which will include the Trusteeseverally liable for another Party’s receipt of the settled amountbreach or threatened breach.

Confidentiality and Non-Disparagement. The Parties agree that they shall keep in strict confidence the 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 a. As a material inducement to the Parties’ accountants, tax advisors, investors, potential investors, or attorneys. The Parties further agree that if they receive a subpoena, summons or request agreement to reveal enter into 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 Confidential Settlement Agreement, the Parties agree that they will jointly request that everything the Parties file with the court regarding the enforcement case remain sealed from the public. The Parties, 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 all information pertaining to the contrary in this Disputes, the 2002 License Agreement, the Litigation, the Appeal, and the mediation in this action, including, but not limited to, this Confidential Settlement Agreement between the Parties, the Payment Amount, the Disputes, the Parties’ oral and written settlement communications, the Parties’ telephone calls, the terms of the settlement negotiation and all documents reflecting the settlement, including all drafts of this Confidential Settlement Agreement (collectively, the “Confidential Information”), shall be confidential and privileged, and shall not be disclosed to any third party other than as provided below in Paragraph 7(a)(1)-(9): (1) the La-Z-Boy Board of Directors; (2) any accountant for the Parties acknowledge who has a need to know such information to prepare taxation or financial reporting or information; (3) the Internal Revenue Service or any other taxing authority; (4) the legal counsel (inside and agree that NNI will have outside counsel) of the unconditional right Parties (and their paralegals and administrative assistants, if necessary to disclose carry out this Confidential Settlement Agreement), who are bound as provided below in its filings Paragraph 7(d); (5) as otherwise required to comply with a request or disclosure required by law, including as required by regulations or requests of the United States Securities and Exchange Commission Commission, state money services regulators and other governmental agencies, including any state or federal agencies relating to health care; (6) as outlined below in Paragraph 7(f) and Paragraph 10 of this Confidential Settlement Agreement (except that the disclosure in Paragraph 10 shall only apply to what may be necessary, if desired, to effectuate the assignment with the U.S. Patent and Trademark Office); (7) as needed to disclose to any current employee of either Party as strictly necessary to carry out the provisions of this Confidential Settlement Agreement; (8) if required by law, La-Z-Boy shall be entitled to file the entirety of this Confidential Settlement Agreement with its SEC filings and issue a public statement in the form attached as Exhibit F, and respond to questions from analysts, prospective and actual investors, and other third parties about the SEC Filings and the public statement attached as Exhibit F; and (9) if, as provided by Paragraph 7(a)(8), La-Z-Boy does file the Confidential Settlement Agreement, issue the public statement attached as Exhibit F, or responds to the questions of the third parties about the SEC Filings and the public statement, then any other Party may reiterate and repeat such public information; provided that, in no event shall any Party disclose the Confidential Information prior to the date of its public release in an SEC Filing by La-Z-Boy. b. The confidentiality provisions of this Paragraph 7 are binding on the Parties and their legal counsel/law firms. c. In making any of the disclosures in Paragraph 7(a)(2) and (7), the Parties agree that they shall (i) disclose only the absolute minimum information necessary or requested by the third party; (ii) wherever possible, make any disclosure by marking the document as Confidential; and (iii) wherever possible, require the execution of the Joinder attached as Exhibit C. d. Except as provided otherwise in this Paragraph 7, if any inquiry is made about the Confidential Information, the Parties may only state that “the Parties have resolved their dispute by mutual agreement and the Litigation has been dismissed”. e. For avoidance of doubt, Paragraph 7 of this Confidential Settlement Agreement shall be binding upon Xxxxxx Xxxx Xxxxxx, Xxxxx Xxxxxxx Xxxxxx, and Xxxxxx Xxxx Xxxxxx and the Megdal Parties, severally. Xxxxxxx Xxxxxx as custodian and/or Power of Attorney shall be responsible for the compliance of Xxxxxx Xxxx Xxxxxx, Xxxxx Xxxxxxx Xxxxxx, and Xxxxxx Xxxx Xxxxxx with this Paragraph 7. f. The Parties agree that it shall not be a breach for any Party: (1) To comply with a valid court order or subpoena requiring the disclosure of any information about this Agreement Confidential Settlement Agreement, provided: i. No such Party suggests to a third party that such third party issue such a subpoena or otherwise colludes with such third party to cause such an event; ii. The requested Party notifies the opposing Party in writing within seven (7) business days of the requested Party’s receipt of any oral or written notice that the Confidential Information is sought by any third party or is otherwise to be disclosed in any court or other proceeding so that the opposing Party may oppose such disclosure by way of protective order or otherwise prior to the time for compliance with any deadline; iii. The requested Party makes every reasonable effort to assure that the opposing Party has adequate time to protect its interests, including, but not limited to, by objecting to the subject request within the applicable time period and requesting an extension of time; and iv. The Party from whom Confidential Information is subpoenaed requests the issuer of the subpoena or request to execute a Joinder attached as may be requiredExhibit C, or suitable confidentiality order, and in other respects fully complies with its obligations under Paragraph 7(a)-(f) above. g. No Party will commit any act or omission, or make any statement that would tend to disparage or adversely affect the reputation of the other Party. Without in any way limiting the generality of the foregoing, no Party will make any disparaging or unfavorable statements to any third party, either orally or in writing (whether electronically, via the Internet or otherwise), regarding the other Party or any of their employees or related businesses or operations. h. At Closing, the Parties shall execute a Certification in the form attached hereto as Exhibit D that shall certify that from the Effective Date to the date of Closing, the Parties and persons bound by the confidentiality provisions of this Paragraph 7 have not violated Paragraph 7 of the Confidential Settlement Agreement. (1) In the event that any breach of this Paragraph 7 is committed by any Party or a person bound by the confidentiality provisions of this Paragraph 7 (a “Violating Party”), or by another at the direction of, in NNI’s sole collusion with, or with the consent of any Violating Party, the other Party (a “Non-Violating Party”) (for purposes of this Paragraph 7, the term “Party” or “Parties” shall include a “Violating Party” and reasonable discretiona “Non-Violating Party”) shall be entitled to pursue any and all legal and equitable remedies for the breach of this covenant, including, but not limited to, one or more of the following: (2) Injunctive relief, equitable relief, and specific performance. In the event of a breach of this Paragraph 7, the Parties agree that there would likely be imminent, irreparable harm to satisfy its duties the Non-Violating Party which will not be compensable by monetary damages alone and obligations under applicable securities lawsfor which there is no adequate remedy at law. Accordingly, notwithstanding any other provision of this Confidential Settlement Agreement, the Non-Violating Party shall be entitled to seek, in addition to all other remedies, injunctive relief, specific performance, or equitable relief restraining the Violating Party from breaching or threatening to breach this Paragraph 7. Notwithstanding the aboveany other provision of applicable law, the parties Parties agree that it would not be possible to quantify the actual damage sustained by the Non-Violating Party and that injunctive relief, specific performance, and equitable relief would be in addition to and without prejudice to other remedies. The Parties hereby waive and release any argument that this Confidential Settlement Agreement is not sufficiently detailed to be specifically enforced via injunction, specific performance, or equitable relief. Notwithstanding any other provision of applicable law, the Parties also agree that there is no requirement for the moving Party or Non-Violating Party to show irreparable harm, inadequacy of remedy at law, or service of public policy, all such requirements being waived, and that the only requirement is to show substantial likelihood of success on the merits. Notwithstanding any other provision of applicable law, a Non-Violating Party seeking to enforce this Paragraph 7 shall not be required to post a bond to secure injunctive relief, specific performance, or equitable relief. (3) Actual damages caused by the Violating Party; (4) Liquidated damages in the amount of $25,000.00 per violation by the Violating Party. The Parties agree that the Trust actual damages that may file in the Bankruptcy Court and serve arise from a notice referencing the existence violation of the settlement but this Paragraph 7 cannot the terms thereofbe readily ascertained with certainty. In addition, the parties The Parties agree that the Trustee may file with amount of $25,000.00 per violation is a reasonable and proportional amount in relation to actual damages, is not a penalty, and is not void or voidable against public policy. The Parties agree that this clause is reasonable in the Bankruptcy Court and provide to the Office light of the United States Trustee anticipated or actual loss caused by the breach and the difficulties of proof of loss. (5) In an action to enforce Paragraph 7 of this Confidential Settlement Agreement, in addition to all other relief that a report which will include prevailing Party may be entitled to, a prevailing Party in an action to enforce this Paragraph 7 of this Confidential Settlement Agreement shall be entitled to recover their attorneys’ fees, expert fees, and costs and expenses incurred at the Trustee’s receipt trial, and appellate levels, including, but not limited to, all reasonable attorneys’ fees, expert fees, and costs and expenses incurred in litigating the entitlement to and amount of such reasonable attorneys’ fees, expert fees, and costs. Notwithstanding any other provision of applicable law, the settled amountParties hereby waive and release any other defense to enforcement of this Paragraph 7, except that there has been no violation of this Paragraph 7.

Confidentiality and Non-Disparagement. The Except as requested by the Court, the Parties and attorneys will keep the settlement confidential through preliminary approval. Thereafter, the parties will agree that they shall keep in strict confidence to make no comments to the media or otherwise publicize the terms and amount of this Agreement and settlement discussions related theretothe settlement, including no reference to the case, the Defendant, or any description regarding the Defendant’s business. The Parties This provision shall not reveal this confidential information restrict Plaintiff’s counsel from responding to inquiries posed by Class Members. To that end, prior to filing of the Motion for Preliminary Approval, Class Counsel shall not discuss the terms of the Settlement Agreement or the negotiations leading to settlement with any person other personthan the Plaintiff, except as required by law or order that Class Counsel may discuss the general terms of the court or other government authority, or as is reasonably necessary to be disclosed to Settlement with the Parties’ accountants, tax advisors, investors, potential investors, or attorneysPutative Class Members. 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 AgreementAdditionally, the Parties agree that prior to the filing of a Motion for Preliminary Approval of this settlement, the only permitted disclosures of this Settlement Agreement are those mutually agreed to by the Parties and as requested by the Court. This provision shall not preclude Defendant from making any necessary corporate disclosures. 9.2.1. The Plaintiff agrees that she shall not promote, or publicize the filing of the Settled Lawsuits, the Parties' Settlement, this Settlement Agreement and its terms, or the negotiations leading to this Settlement Agreement with anyone other than the Court. Notwithstanding the foregoing, the Plaintiff may disclose the terms of this Agreement to their spouse, and to those persons to whom disclosure is necessary for the preparation of tax returns and other financial reports, and to persons to whom disclosure is ordered by a court of competent jurisdiction or otherwise required by law without specific reference to Defendant by name or any other descriptive information that could lead to the identification of Defendant. Plaintiff agrees that she may disclose the terms of the Settlement to her spouse, but only so long as she first obtain her spouse’s express agreement to maintain that information in confidence without specific reference to Defendant by name or any other descriptive information that could lead to the identification of Defendant. 9.2.2. The Parties and their counsel agree that they will jointly request not issue any press releases, engage in any communications, or take any other action that everything would directly or indirectly provide the Parties file press or media or any litigation reporting service with information about the court regarding Settled Lawsuits, this Settlement Agreement, or the enforcement case remain sealed from Parties' Settlement or would otherwise enable or allow the publicpress or other media or any litigation reporting service to learn or obtain such information. The PartiesPlaintiff and Class Counsel also agree not to post any information concerning this Settlement on the internet or social media, including Facebook, Twitter, Instagram and Snapchat. The Parties and their counsel further agree that they shall will not in writing, orally, post any information regarding this Agreement or electronically publish the Settlement on their internet websites 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 take any such action that NNI will have the unconditional right to disclose in its filings with the United States Securities and Exchange Commission would cause or allow such information about this Agreement as may to be required, in NNI’s sole and reasonable discretion, to satisfy its duties and obligations under applicable securities lawsposted on any other internet website or on the web. 9.2.3. Notwithstanding the aboveforegoing, Defendant and its counsel shall not be precluded from making any disclosures required by law or in connection with an SEC filing, under generally accepted accounting principles, or in Defendant’s judgment are required under the parties agree that ordinary course of business, and Defendant shall also have the Trust may file right to respond in reasonably general terms to inquiries from the Bankruptcy Court media and serve a notice referencing the existence of the settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amountinvestment-related entities.