Common use of Non-Disparagement and Confidentiality Clause in Contracts

Non-Disparagement and Confidentiality. Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to the Human Resources Department, Employer shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employer will also provide Employee a reference upon request. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, projects, finances or operations of Employer, its affiliates or subsidiaries or any of its customers; provided, however, that Employee’s obligations under this Section 10 shall not apply to information that is in the public domain through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosure. Confidential information shall include, without limitation, all trade secrets, know-how, show-how, technical, operating, financial, and other business information and materials, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited to, information regarding source codes, software programs, computer systems, logos, designs, formulae, sales, marketing and pricing techniques, procedures, inventions, products, improvements, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, customer and supplier lists, and customer and supplier information. Employee acknowledges and agrees that this Separation Agreement and the terms hereof may be publicly disclosed by Employer in various of its filings with the Securities and Exchange Commission in accordance with its public reporting requirements. Until such time, if it were to occur, Employee shall not reveal the terms of this Separation Agreement to anyone, except to Employee’s immediate family, legal and financial advisors and then only after securing the agreement of such individual to maintain the confidentiality of this Separation Agreement, or in response to a subpoena or other legal process, after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosure. Employee acknowledges that Employee continues to be bound by the terms of the Proprietary Information, Inventions and Non-Competition Agreement between Employer and Employee executed by Employee on April 25, 2014 (the “Covenants Agreement”), a copy of which is annexed hereto; provided that, as an additional severance benefit under this Separation Agreement, Employer will not enforce, and hereby releases Employee from, the non-competition obligations set forth in paragraphs 9(a) and 9(b) of the Covenants Agreement. For purposes of clarity and not limitation, Employee acknowledges that he continues to be bound by the terms of the Covenants Agreement (except for paragraphs 9(a) and 9(b)) while he is performing services under the Consulting Agreement and while he is cooperating with Employer or otherwise providing services to Employer under Sections 8 and 9 of this Separation Agreement.

Non-Disparagement and Confidentiality. Employee A. Associate agrees, on his own behalf and on behalf of his immediate family members, attorneys, representatives and agents, that neither he nor any of his immediate family members, attorneys (except Warner, Norcross & Xxxx), agents or representatives will make any disparaging or defamatory comments to any third party concerning the Employer or any Employer Releasee (see paragraph 9 below for definition), including but not limited to any disparaging or defamatory comments about their integrity, honesty or morality, or about the quality or value of their products, services, methods of doing business, or employment practices, or any other business or personal matter. Associate further agrees not to make encourage or assist in any defamatory litigation against the Employer or derogatory statements any Employer Releasee, except insofar as his testimony is required by law. If Associate is served with process concerning any matter in which Employer or any Employer Releasee has an interest, he will immediately notify Xxxxxx Xxxxxx at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, MI 48813. B. The Employer agrees that it will instruct its executive level employees to refrain from making any disparaging or defamatory comments to any third party concerning Associate's integrity, honesty or morality, about the quality or value of his job performance for the Employer or about any other business or personal matter concerning Associate. Employer also agrees to instruct its executive level employees to refer all inquiries about Associate to the Spartan Chassis Human Resources Director. 5 C. The Associate acknowledges that he has had access to, created, or acquired confidential, privileged, copyrighted or proprietary records, provider records, or trade/market/financial information, secrets, or processes. He understands that this information, regardless of the Released Partiesformat (or changing formats over time), is solely the property of the Employer. Provided inquiries are directed He further recognizes that disclosures of this information, whether inadvertent or intentional, will damage the Employer's business interests, and accordingly he agrees not to the Human Resources Department, Employer shall disclose to prospective employers that information limited to Employee’s dates of employment and last position held by Employee. Employer will also provide Employee a reference upon request. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity entity. In addition, the Associate represents that he has returned to the Employer all such information, whether paper or use for Employee’s own benefitelectronic, or copies along with any other Employer property in his possession, but excluding those items that Xxx Xxxxxx has agreed in writing that the Employer will permit Associate to retain. Employer understands that Associate has presented certain documents to his attorneys which may be deemed confidential as described in this paragraph. Associate agrees not to authorize disclosure of any such documents by his attorneys without the written consent of Employer D. The Associate agrees that he, and anyone to whom this paragraph allows disclosure, shall keep the terms, conditions and amount of this Confidential Separation Agreement and Release strictly confidential. The Associate shall disclose no information concerning the businessterms, projects, finances conditions or operations amount of Employer, its affiliates or subsidiaries or any of its customers; provided, however, that Employee’s obligations separation pay granted under this Section 10 shall not apply to information that is in the public domain through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosure. Confidential information shall include, without limitation, all trade secrets, know-how, show-how, technical, operating, financial, and other business information and materials, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited to, information regarding source codes, software programs, computer systems, logos, designs, formulae, sales, marketing and pricing techniques, procedures, inventions, products, improvements, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, customer and supplier lists, and customer and supplier information. Employee acknowledges and agrees that this Separation Agreement and the terms hereof may be publicly disclosed by Employer in various of its filings with the Securities and Exchange Commission in accordance with its public reporting requirements. Until such time, if it were to occur, Employee shall not reveal the terms of this Separation Agreement to anyone, except his spouse, attorneys, accountants, auditors, tax advisors, or taxing authorities, unless required to Employee’s immediate familydo so by process of law. This covenant of Confidentiality is a material term of this Confidential Separation Agreement and Release and constitutes an inducement to the Employer to enter into this Agreement. E. In the event that the Associate is deemed to have materially breached any part of Section 6 of this Agreement, legal and financial advisors and then only after securing the agreement Employer may, in addition to any other remedy it may have, withhold or cancel any other payments due to the Associate pursuant to this Agreement. The Employer shall give prior or contemporaneous written notice of such individual withholding or cancellation of payments to maintain the confidentiality of this Separation Agreement, or in response Associate and a fifteen (15) day opportunity to a subpoena or other legal process, after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosurecure any alleged breach. Employee acknowledges that Employee continues to be bound by the terms of the Proprietary Information, Inventions and Non-Competition Agreement between Employer and Employee executed by Employee on April 25, 2014 (the “Covenants Agreement”), a copy of which is annexed hereto; provided that, as an additional severance benefit under this Separation Agreement, Employer will not enforce, and hereby releases Employee from, the non-competition obligations set forth in paragraphs 9(a) and 9(b) of the Covenants Agreement. For purposes of clarity and not limitation, Employee acknowledges that he continues to be bound by the terms of the Covenants Agreement (except for paragraphs 9(a) and 9(b)) while he is performing services under the Consulting Agreement and while he is cooperating with Employer or otherwise providing services to Employer under Sections 8 and 9 of this Separation Agreement.6

Non-Disparagement and Confidentiality. During the eighteen (18) month period following the date hereof, (i) Employee agrees shall not to make any defamatory or derogatory statements concerning any of the Released PartiesParties and (ii) ID Systems shall not make any defamatory or derogatory statements concerning Employee; provided that the foregoing shall not limit either party from testifying truthfully before any court, tribunal or other legal proceeding. Employee acknowledges that ID Systems’ obligations under the preceding sentence extend only to the ID Systems’ Board of Directors, Chief Executive Officer and officers that report directly to the Chief Executive Officer and only for so long as each individual is an employee or director of ID Systems. Provided inquiries are directed to the ID Systems’ Department of Human Resources DepartmentResources, Employer ID Systems shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employer will also provide Employee a reference upon request. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, projects, finances or operations of Employer, its affiliates ID Systems or subsidiaries or any of its customers; provided, however, that Employee’s obligations under this Section 10 7 shall not apply to information that is generally known in the public domain ID Systems’ industry through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to Employer ID Systems sufficient to enable Employer ID Systems to contest the disclosure. Confidential information shall include, without limitation, all trade secrets, know-howcustomer lists, show-howdetails of contracts, technicalpricing policies, operatingoperational materials, financialmarketing plans or strategies, security and safety plans and strategies, project development, and any other business non-public or confidential information and materialsof, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited relating to, information regarding source codes, software programs, computer systems, logos, designs, formulae, sales, marketing and pricing techniques, procedures, inventions, products, improvements, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, customer and supplier lists, and customer and supplier informationID Systems or its affiliates. Employee acknowledges and also agrees that this Separation Agreement the amounts paid to Employee and all of the terms hereof may be publicly disclosed by Employer in various of its filings with the Securities and Exchange Commission in accordance with its public reporting requirements. Until such time, if it were to occur, Employee shall not reveal the other terms of this Separation Agreement to anyoneshall be kept confidential, except to Employee’s immediate family, legal and financial advisors and then only after securing the agreement of such individual to maintain the confidentiality of this Separation Agreement, or unless ID Systems discloses them in response to a subpoena or other legal process, after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosurepublic filing. Employee acknowledges that Employee continues to be bound by the terms of the Proprietary Information, Inventions and Non-Competition Agreement between Employer and Employee executed by Employee on April 25, 2014 (the “Covenants Agreement”), a copy of which is annexed hereto; provided that, as an additional severance benefit under this Separation Agreement, Employer will not enforce, and hereby releases Employee from, the non-competition obligations set forth in paragraphs 9(a) and 9(b) of the Covenants Agreement. For purposes of clarity and not limitation, Employee acknowledges that he continues to be bound by the terms Confidentiality, Assignment of the Covenants Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (except for paragraphs 9(a) and 9(bthe “Covenants Agreement”)) while he is performing services under the Consulting Agreement and while he is cooperating with Employer or otherwise providing services to Employer under Sections 8 and 9 of this Separation Agreement.

Non-Disparagement and Confidentiality. Employee agrees not to make any defamatory or derogatory statements concerning any of the Released Parties. Provided inquiries are directed to the Company’s Department of Human Resources DepartmentResources, Employer the Company shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employer will also provide Employee a reference upon request. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, projects, finances or operations of Employer, its affiliates the Company or subsidiaries or any of its customers; provided, however, that Employee’s obligations under this Section 10 7 shall not apply to information that is generally known in the public domain Company’s industry through no fault of Employee or the disclosure of which is required by law after law, provided that, to the extent permitted by law, Employee shall provide the Company with reasonable advance notice has been provided to Employer sufficient to enable Employer the Company to contest the disclosuredisclosure if Employee has been legally compelled to disclose the Company’s confidential information. Confidential Such confidential information shall include, without limitation, all trade secrets, know-howcustomer lists, show-howdetails of contracts, technicalpricing policies, operatingoperational materials, financialmarketing plans or strategies, security and safety plans and strategies, project development, and any other business non-public or confidential information and materialsof, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, including, but not limited relating to, information regarding source codes, software programs, computer systems, logos, designs, formulae, sales, marketing and pricing techniques, procedures, inventions, products, improvements, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, customer and supplier lists, and customer and supplier informationthe Company or its affiliates. Employee acknowledges and also agrees that this Separation Agreement the amounts paid to Employee and all of the terms hereof may be publicly disclosed by Employer in various of its filings with the Securities and Exchange Commission in accordance with its public reporting requirements. Until such time, if it were to occur, Employee shall not reveal the other terms of this Separation Agreement to anyoneshall be kept confidential, except to Employee’s immediate family, legal and financial advisors and then only after securing unless the agreement of such individual to maintain the confidentiality of this Separation Agreement, or Company discloses them in response to a subpoena or other legal process, after reasonable notice has been provided to Employer sufficient to enable Employer to contest the disclosurepublic filing. Employee acknowledges that Employee continues to be bound by the terms of the Proprietary Information, Inventions and Non-Competition Agreement between Employer and Employee executed by Employee on April 25, 2014 (the “Covenants Agreement”), a copy of which is annexed hereto; provided that, as an additional severance benefit under this Separation Agreement, Employer will not enforce, and hereby releases Employee from, the non-competition obligations set forth in paragraphs 9(a) and 9(b) of the Covenants Agreement. For purposes of clarity and not limitation, Employee acknowledges that he continues to be bound by the terms Confidentiality, Assignment of the Covenants Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (except for paragraphs 9(a) and 9(bthe “Covenants Agreement”)) while he is performing services under the Consulting Agreement and while he is cooperating with Employer or otherwise providing services to Employer under Sections 8 and 9 of this Separation Agreement.