Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. The Parties shall keep this Agreement confidential and shall not disclose its existence or the contents of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Party.

Confidentiality and Non-Disparagement. The Parties shall keep A. Employee represents and warrants that she has not disclosed the terms and conditions of this Agreement confidential or the existence of this Agreement to any third party (except for her family members and shall attorney), and she agrees that going forward she will not disclose its existence the terms and conditions of this Agreement (including the history, background, and negotiations leading to the Agreement), or the contents existence of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in to any trial or civil proceedingsthird party, except that its existence and contents may be disclosed as follows: (i) she may disclose the amount of the payments to her spouse, attorneys, and/or tax or financial advisors provided that these individuals agree to maintain the confidentiality of the information; and (ii) she may make such disclosure as may be required commanded by a properly issued and served agency subpoena or other legal process under applicable federal or state statutes or regulationscourt order, court order or in connection with its enforcement or as otherwise required by law, provided, however, that if a subpoena or court order is issued in which she is requested to disclose any matter covered by this confidentiality provision, she shall give immediate notice to the Company, and advise such issuing entity of the terms of this confidentiality agreement and the interest of the Company in this Agreement. Similarly, the Company will not disclose the terms and conditions of this Agreement (including the history, background, and negotiations leading to the Agreement)to any third party, except as follows: (i) to any agent of the Company for tax or other business related reasons; or (ii) in as required by the ordinary course SEC or other regulatory agencies due to the Company being publicly-traded including but not limited to providing a copy of business by any Party this Agreement as an exhibit to a government or regulatory agency upon the request of such agencyits required SEC filings; or (iii) or, as may be commanded by a properly issued and served agency subpoena or court order, or as otherwise required by law. Employee represents and warrants that she will not disclose the subject matter of the negotiations that led to this Agreement to any third parties (except for her family members and attorney). In the event that any unsolicited inquiries into this matter or Employee’s employment or separation therefrom, she shall state that she resigned from employment with the Company to pursue other opportunities. Employee represents and warrants that she has not made disparaging, defaming, or derogatory remarks about the Company and/or the Related Parties’ respective accountants, auditors or attorneys (including in-house their products, services, business practices, directors, officers, managers, or employees, to anyone, and outside counsel) on a confidential agrees that she will not do so in the future. Similarly, Company officers and need-to-know basisBoard Members will likewise refrain from making any disparaging, defaming or derogatory remarks about Employee and agree not to do so in the future. Further, it Company is understood willing to execute a mutually agreed upon letter that discusses accomplishments of Employee during her tenure and agreed identifies that Geospatial her resignation was accepted as of December 31, 2020. Otherwise, Company will disclose only provide dates of employment, resignation and reference to the letter contemplated herein. Company officers and Board Members will not make statements contrary to the letter contemplated herein. Employee represents and warrants that she has not taken any action that may impair or interfere with the relations or business between the Company and/or the Related Parties, and their vendors, business partners, customers, employees, or agents, and agrees that she will not do so in the future. Nothing in this section shall prohibit Employee from revealing the terms of this Agreement via to the filing of a Form 8-K extent necessary to enforce its terms, nor shall it prohibit Employee from providing truthful information to any governmental agency with jurisdiction over the Securities Company. B. The Parties acknowledge that the provisions contained in this section are material terms to the Agreement. The Parties are specifically relying on these confidentiality provisions, representations, warranties, and Exchange Commission confirmations from the other in making this Agreement, and will further disclose would not have entered into this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Partywithout them.

Confidentiality and Non-Disparagement. The Parties (a) Except as expressly permitted below, (1) each Party will maintain in confidence the terms and conditions of this settlement and Agreement and any and all underlying communications and negotiations in connection with this settlement and Agreement; and (2) no Party shall keep make or approve of any press release, on-the-record statement, background statement, public statement, acknowledgment, or interview, including, without limitation, to the public or any news organization, magazine, newspaper, radio or television organization, or other representative of the media, regarding the Arbitration, the allegations and claims asserted therein, this settlement, or this Agreement. (b) Notwithstanding the foregoing or any other provision in this Agreement confidential and shall not to the contrary, each Party may disclose its existence the settlement or the contents terms of this Agreement: (1) to satisfy disclosure obligations under federal securities laws, but only to the limited extent necessary to do so; (2) to its accountants, auditors, or other similar agents for the limited purpose of rendering advice or services to which the Arbitration or the terms of this Agreement are relevant; (3) to any regulatory, self-regulatory or governmental entity or agency upon request by such agency; (4) to enforce any term of this Agreement; (5) pursuant to other applicable rules, regulations or governing law, provided, in the case of a subpoena issued in any private action, that each Party shall provide written notice to the other Party as soon as practicable so that such other Party may take any action it deems appropriate; or (6) pursuant to the written approval of each other Party. Any proposed public disclosures by Acutus regarding the settlement or its terms are subject to the approval of Biotronik, which shall be provided as soon as possible and in any event within forty-eight (48) hours of receipt of the proposed disclosure, and this Agreement which shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and unreasonably withheld. (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such No Party shall not make or cause to be made any statements which disparagecomments or statements, either orally or in writing, that are inimical tointended to or could reasonably be construed to defame, demean, or seek to damage impair the reputation of any other Party in any form or forum. (d) The Parties acknowledge and agree that the provisions in Section 8 relating to confidentiality and non-disparagement are material terms to this Agreement and were a material inducement to each Party’s execution of this Agreement. The Parties further agree that any material violation of Section 8 will result in irreparable injury for which money damages will not be an adequate remedy and that, among other remedies, any aggrieved Party shall be entitled to preliminary injunctive or other equitable relief without the necessity of posting a bond.

Confidentiality and Non-Disparagement. 3.1. This Agreement and the terms herein are strictly confidential. The Parties shall keep further agree not to disclose the terms of this Agreement confidential to any individual or entity who does not constitute a Party to, or a releasee under this Agreement without the prior written approval of the other Party; provided however that the Parties may disclose this Agreement and shall not disclose its existence terms (i) to their legal counsel and accountants or tax attorneys to the contents extent required for determining and/or defending tax liabilities or for preparing or certifying the accounts of a signatory to this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) as required in disclosures to the ordinary course of business by any Party to a government United States Securities and Exchange Commission or regulatory agency upon the request of such agency; OTC Markets, Inc., or (iii) in response to the Parties’ respective accountants, auditors any inquiry from any regulatory body with jurisdiction or attorneys (including in-house and outside counsel) on a confidential and need-to-know basisauthority over either Party. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K nothing herein shall prevent any Party from complying with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, lawful subpoena or otherwisecourt order, provided further, however, that any Party so receiving any such Party shall (a) subpoena or court order must promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidentialin order to enable the other Party to seek an appropriate protective order or other remedy. The Party receiving such subpoena or court order shall consult with the other Party with respect to it taking steps to resist or narrow the scope of such request or legal process, and (c) prior or to responding waive compliance, in whole or in part, with the terms of this provision. Further, in the event that any Party files a Motion to Quash or a Motion for a Protective Order in connection with any subpoena or court order referenced above, no other Party shall take any position in opposition to any such request motion. If a disclosure is made for an above-mentioned purpose, the disclosing party will instruct the recipient that the information is confidential and may not be disclosed to others except for the same reasons stated herein. 3.2. The Parties agree and covenant that they shall not at any time make, publish or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure communicate to resist any efforts by any person or entity or in any public or private forum any defamatory or disparaging remarks, comments or statements concerning the other Party or its businesses, or any of its employees, officers, now or in the future, that in any way relate to or arise from the Dispute. Notwithstanding the provisions of this Section 2, if any third party makes any inquiry with respect to the Dispute, then the Party to whom the inquiry is made shall only respond that such matters were resolved pursuant to a confidential agreement. 3.3. The Parties agree and acknowledge that the confidentiality and non-disparagement provisions herein are material terms of this Agreement for which sufficient and adequate consideration is being received. The Parties agree that if any Party breaches or threatens to breach any of the confidentiality provisions of Section 3 of this Agreement, a non-breaching Party will have, in addition to any other right or remedy available, the right to obtain injunctive relief from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of Section 3 of this Agreement from Agreement. The Parties further agree that no bond or other security will be required in obtaining such equitable relief and hereby consent to the Parties hereto. If any Party objects issuance of such injunction and to disclosure, its undertaking the ordering of specific performance to maintain ensure compliance with the confidentiality provisions of the Agreement shall be at its own expense. Each Section 3 of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Partythis Agreement.