Common use of Confidentiality; Non-Disparagement Clause in Contracts

Confidentiality; Non-Disparagement. 5.1 Employee agrees to hold in strict confidence and not disclose all non-public information concerning any matters affecting or relating to the business of the Company, its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data (the “Confidential Information”). Employee agrees that he will not, directly or indirectly, use any Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company who need to know such information, who shall be informed by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from the Company; (b) is learned by Employee from a third party entitled to disclose it; or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 5 shall be a material breach of this Agreement.

Confidentiality; Non-Disparagement. 5.1 Employee agrees to hold keep the terms and amounts of this Agreement confidential and agree not to disclose any such information to any person other than Employee’s present or future attorneys, accountants, tax advisors, immediate family, or as may be required in strict confidence and not disclose all non-public response to a court order, subpoena, or valid inquiry by a government agency or regulator. Employee further agrees that, if any information concerning the terms of this Agreement is revealed as permitted by this paragraph, Employee shall inform the recipient of the information that it is confidential. Employee agrees to direct all requests for references to Human Resources Department. The confidentiality obligations contained in this paragraph shall be in addition to any matters affecting or relating other confidentiality agreements between the Parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed as precluding disclosure where such disclosure is required and compelled by law. In the event that Employee is required and compelled by law to disclose any such matters, Employee will first give fifteen (15) days advance written notice (or, in the event that it is not possible to provide fifteen (15) days written notice, as much written notice as is possible under the circumstances) to the Company so that the Company may present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Employee acknowledges and agrees that this paragraph is a material inducement to the Company’s entering into this Agreement, and further acknowledges and agrees that any breach of this paragraph shall be subject to a claim for damages or equitable relief (or both), including but not limited to injunctive relief. Additionally, Employee agrees that Employee shall refrain from making any negative, disparaging or derogatory comments about the Company, including but not limited to, any public or private remarks or statements that would injure the business or reputation of the Company, or its Subsidiaries and Affiliatesofficers, including without limiting the generality of the foregoing non-public information concerning their manner of operationmanagers, business or other plansmembers, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data (the “Confidential Information”). Employee agrees that he will not, directly or indirectly, use any Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employeespartners, agents and representatives of the Company who need to know such information, who shall be informed by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from the Company; (b) is learned by Employee from a third party entitled to disclose it; or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 5 shall be a material breach of this Agreementemployees.

Confidentiality; Non-Disparagement. 5.1 In consideration for the execution by IESI of this Agreement, the Severance Payment, and other good and valuable consideration, Employee agrees to hold in strict confidence keep this Agreement, and each of its terms, strictly confidential. Employee specifically agrees not disclose all non-public information concerning any matters affecting or relating to the business of the Companydiscuss this Agreement, its Subsidiaries existence, nor any of its terms, with any other person (including, but not limited to, other employees of IESI, and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, others with whom IESI has a business or other plansprofessional relationship) except the Employee's attorney, data basesaccountant, marketing programsfinancial advisor and members of his immediate family, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies governmental tax authorities or manuals as required by law or other data (the “Confidential Information”)regulation. Employee further agrees that he will notadvise any individual to whom the terms, directly conditions or indirectly, use any Confidential Information for the benefit existence of any person, business, legal entity other than the Company or disclose or communicate any this Agreement have been disclosed of the Confidential Information in any manner whatsoever other than to confidentiality requirements of this paragraph. Moreover, both parties agree that they will not disparage or criticize either IESI or the directorsEmployee, or IESI's current, future or former employees, officers, or directors, to others, and will not communicate with others (except as may be required by law) in a manner which does or might portray either the Employee or IESI its current, future or former employees, agents officers, or directors in a negative light. In the event that the Employee breaches this paragraph governing confidentiality and representatives non-disparagement, or any part of it, the Company who need parties agree that all severance payments shall immediately cease, and Employee shall forfeit the right to know any and all payments under this Agreement. Further, in the event of such informationa breach, who shall be informed unless otherwise prohibited by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s requestlaw, Employee agrees to reimburse IESI for all payments received by him from IESI under this Agreement to date, including all severance payments. This remedy shall return all information furnished to him related to not, however, be considered the business exclusive remedy of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from the Company; (b) is learned by Employee from IESI for a third party entitled to disclose it; or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 5 shall be a material breach any provision of this Agreement. In the event that IESI breaches its non-disparagement obligation as set forth herein, the Employee may seek injunctive relief in a court of law.

Confidentiality; Non-Disparagement. 5.1 Employee agrees to hold in strict confidence (i) The Subscriber acknowledges that the Memorandum and not disclose all non-public other information concerning any matters affecting or relating to the business of the Company, its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data Company (the “Confidential Information”)) have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. Employee In addition, Confidential Information includes non-public information regarding the Investment Manager, the Company, and any other investment vehicles whose investment adviser is the Investment Manager or an affiliate of the Investment Manager. The Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that he will not, directly or indirectly, use any Confidential Information for it shall not trade in the benefit securities of any personissuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, business, legal entity other than without the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives prior written consent of the Company who need to know such information, who shall (which consent may be informed by Employee withheld at the discretion of the confidential nature of Company), the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure Subscriber shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from reproduce the Company; Memorandum or any other Confidential Information, in whole or in part, or (b) disclose the Memorandum or any other Confidential Information to any person who is learned by Employee from not an officer or employee of the Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a third party entitled pooled investment fund, it shall only be permitted to disclose it; the Memorandum or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 13(h) and the Subscriber remains liable for any breach of this Section 13(h) by its investors), except to the extent (ci) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects in the effective and successful conduct public domain (other than as a result of any action or omission of the business of Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information is required by applicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Company and of such requirement (unless such notification is prohibited by law) so that the Company’s goodwill, and that any breach of Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 5 13(h), and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 13(h), then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally required to be a material disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum and other Confidential Information upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this AgreementSection 13(h) by the Subscriber and that, in addition to any other remedies Willow Tree Capital Corporation S-19 available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

Confidentiality; Non-Disparagement. 5.1 Employee agrees to hold in strict confidence (i) The Subscriber acknowledges that the Memorandum and not disclose all non-public other information concerning any matters affecting or relating to the business of the Company, its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data Company (the “Confidential Information”)) have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. Employee In addition, Confidential Information includes non-public information regarding the Investment Manager, the Company, and any other investment vehicles whose investment adviser is the Investment Manager or an affiliate of the Investment Manager. The Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that he will not, directly or indirectly, use any Confidential Information for it shall not trade in the benefit securities of any personissuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, business, legal entity other than without the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives prior written consent of the Company who need to know such information, who shall (which consent may be informed by Employee withheld at the discretion of the confidential nature of Company), the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure Subscriber shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from reproduce the Company; Memorandum or any other Confidential Information, in whole or in part, or (b) disclose the Memorandum or any other Confidential Information to any person who is learned by Employee from not an officer or employee of the Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a third party entitled pooled investment fund, it shall only be permitted to disclose it; the Memorandum or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 13(h) and the Subscriber remains liable for any breach of this Section 13(h) by its investors), except to the extent (ci) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects in the effective and successful conduct public domain (other than as a result of any action or omission of the business of Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information is required by applicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Company and of such requirement (unless such notification is prohibited by law) so that the Company’s goodwill, and that any breach of Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 5 13(h), and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 13(h), then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally required to be a material disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum and other Confidential Information upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this Agreement.Section 13(h) by the Subscriber and that, in addition to any other remedies available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Willow Tree Capital Corporation S-18

Confidentiality; Non-Disparagement. 5.1 Employee agrees to Holder shall hold any information regarding this Agreement, the Merger Agreement and the Merger in strict confidence and shall not divulge any such information to any third person; provided that Holder may disclose all non-public such information concerning any matters affecting (a) to his, her or relating its attorneys, accountants, consultants and other professionals to the business extent necessary to obtain their services in connection with monitoring Holder’s interests in the Company and Holder’s rights under the Merger Agreement or other agreements entered into in connection with the Merger, including his, her or its rights to receive, after the Effective Time occurs, payment of the portion of the Merger Consideration allocated to Holder pursuant to the Merger Agreement (provided that such advisors are subject to a similar obligation of confidentiality at least as protective as that set forth herein), (b) to any existing Affiliate, partner, member, stockholder, parent or subsidiary of Holder in the ordinary course of his, her or its business, provided that, in each case, Holder informs the Person receiving the information that such information is confidential and such Person is subject to a similar obligation of confidentiality at least as protective as that set forth herein prior to such disclosure, (c) to Holder’s current limited partners or general partners consistent with Holder’s ordinary course investor reporting procedures, including without limitation for the avoidance of doubt, financial information to limited partners and in a manner consistent with disclosures that Holder would typically make with respect to disclosures of portfolio financial performance to such investors, provided that, in each case, Holder informs the Person receiving the information that such information is confidential or are currently subject to confidentiality in accordance with Holder’s limited partnership agreement and such Person is subject to a similar obligation of confidentiality at least as protective as that set forth herein prior to such disclosure, (d) to the extent Acquirer has publicly disclosed such information and (e) to the extent that Holder is required by applicable Law or this Agreement to divulge or disclose such information, in which case Holder shall reasonably cooperate with Acquirer in advance to limit such disclosure to the extent permitted under applicable Law. Neither Holder, nor any of his, her or its Affiliates (other than the Company, whose actions shall be governed by the Merger Agreement), shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger, the Merger Agreement, the transactions contemplated hereby without the prior written consent of Acquirer, except as may be required by applicable Law, in which circumstance such announcing party shall make reasonable efforts to consult with Acquirer to the extent practicable. Holder further agrees that he, she or it will not, as a result of, in connection with or in reference to the Merger and, solely in his, her or its capacity as a former stockholder, director, officer or employee of the Company, its Subsidiaries and Affiliatesfrom the date of this Agreement until the second anniversary of the Closing Date, make disparaging statements regarding Acquirer or any of Acquirer’s affiliates, including without limiting the generality of the foregoing non-public information concerning Surviving LLC, or their manner of operationrespective managers, business or other planssupervisors, data basesofficers, marketing programsdirectors, protocolsemployees, processesshareholders, computer programsand agents, client lists, marketing information and analyses, operating policies or manuals or other data (the “Confidential Information”). Employee agrees that he will not, directly or indirectly, use any Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than intended to be harmful to them or their business, business reputation or personal reputation; provided that the directors, officers, employees, agents and representatives of the Company who need to know such information, who shall be informed by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure foregoing shall not apply to information which Employee can demonstrate: statements (aoral or written) was known to Employee before receipt thereof from made in connection with the Company; (b) is learned by Employee from a third party entitled to disclose it; defense or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority assertion of any claim made under the Board Merger Agreement or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 5 shall be a material breach of this AgreementRelated Agreements.

Confidentiality; Non-Disparagement. 5.1 Employee agrees to hold keep the terms and amounts of this Agreement confidential and agree not to disclose any such information to any person other than Employee’s present or future attorneys, accountants, tax advisors, immediate family, or as may be required in strict confidence and not disclose all non-public response to a court order, subpoena, or valid inquiry by a government agency or regulator. Employee further agrees that, if any information concerning the terms of this Agreement is revealed as permitted by this paragraph, Employee shall inform the recipient of the information that it is confidential. Employee agrees to direct all requests for references to Human Resources Department. The confidentiality obligations contained in this paragraph shall be in addition to any matters affecting or relating other confidentiality agreements between the Parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed as precluding disclosure where such disclosure is required and compelled by law. In the event that Employee is required and compelled by law to disclose any such matters, Employee will first give fifteen (15) days advance written notice (or, in the event that it is not possible to provide fifteen (15) days written notice, as much written notice as is possible under the circumstances) to the Company so that the Company may present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Employee acknowledges and agrees that this paragraph is a material inducement to the Company’s entering into this Agreement, and further acknowledges and agrees that any breach of this paragraph shall be subject to a claim for damages or equitable relief (or both), including but not limited to injunctive relief. Additionally, Employee agrees that Employee shall refrain from making any negative, disparaging or derogatory comments about the Company, including but not limited to, any public or private remarks or statements that would injure the business or reputation of the Company, or its Subsidiaries and Affiliatesofficers, including without limiting the generality of managers, members, directors, partners, agents or employees, provided that the foregoing non-public information concerning their manner of operation, business or other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or manuals or other data (the “Confidential Information”). Employee agrees that he will not, directly or indirectly, use any Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company who need to know such information, who shall be informed by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall return all information furnished to him related to the business of the Company without retaining any copies in electronic or other form. The above limitations on use and disclosure shall not apply be construed to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from the Company; (b) is learned by restrict Employee from a third party entitled to disclose it; reporting conduct or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant truthful information to any legal requirement federal or (f) is disclosed pursuant to any agreement to which the Company state government agency or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this Section 5 shall be a material breach of this Agreementself-regulatory organization.