As used in this Agreement, “Confidential Information” shall include all confidential and proprietary information of ​, including, without limitation, any of the following information to the extent not generally known to third persons: financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier and vendor preferences and patterns; information about prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any ​ employees; proprietary information of any customers, suppliers or vendors of ​; information about ​’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about ​’s overall corporate business strategy; and technological innovations used in ​’s business, to the extent that such information does not fall within the definition of Secret Information.

During Executive’s employment with ​ and at all times after the termination of Executive’s employment with ​, # Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by ​, and # Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than ​. This restriction will apply throughout the world; provided, however, that if the restrictions of this [Section 11(a)] when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with ​ or would otherwise substantially restrict the Executive’s ability to fairly compete with ​, then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

Confidentiality Agreement. Executive hereby affirms Executive’s obligations under that certain At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement or other confidentiality agreement by and between the Company and Executive (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail.

Confidentiality Agreement. The Company hereby agrees that the ​ Designee is permitted to and may provide confidential information subject to and in accordance with the terms of the Confidentiality Agreement. During the Company Standstill Period, the Board shall not adopt a policy precluding members of the Board from speaking to Mr. ​, and if asked by any Board member, the Company will advise such Board member that he or she may speak to Mr. ​ (but subject to the Confidentiality Agreement), if they are willing to do so (but may caution them regarding specific matters, if any, that involve conflicts between the Company and the ​). “Confidentiality Agreement” means the Confidentiality Agreement, dated ​, between the Company, ​ and each of the other persons listed in [Schedule A] thereto.

Confidentiality of Agreement. Except as otherwise provided in this [Article 7], each party agrees not to disclose to any Third Party the terms of this Agreement without the prior written consent of the other party hereto, except that each party may make such disclosure to the extent permitted under [Section 7.3] and, after the initial announcement of this Agreement pursuant to [Section 7.6], each party may disclose the terms of this Agreement that have previously been made public as contemplated by [Section 7.6].

. Agreement to Maintain Confidentiality; Non-Disparagement.

The obligation to maintain confidentiality under this Agreement does not apply to Confidential Information, which:

Confidentiality Obligations and Agreement. By accepting this Agreement, you agree and/or reaffirm the terms of all agreements related to treatment of Confidential Information that you signed at the inception of or during your employment, the terms of which are incorporated herein by reference. This includes, but is not limited to, use or disclosure of any BMS Confidential Information, Proprietary Information, or Trade Secrets to third parties. Confidential Information, Proprietary Information, and Trade Secrets include, but are not limited to, any information gained in the course of your employment with BMS that is marked as confidential or could reasonably be expected to harm BMS if disclosed to third parties, including without limitation, any information that could reasonably be expected to aid a competitor or potential competitor in making inferences regarding the nature of BMS’s business activities, where such inferences could reasonably be expected to allow such competitor to compete more effectively with BMS. You agree that you will not remove or disclose BMS Confidential Information, Proprietary Information or Trade Secrets. Unauthorized removal includes forwarding or downloading confidential information to personal email or other electronic media and/or copying the information to personal unencrypted thumb drives, cloud storage or drop box. Immediately upon termination of your employment for any reason, you will return to BMS all of BMS’s confidential and other business materials that you have or that are in your possession or control and all copies thereof, including all tangible embodiments thereof, whether in hard copy or electronic format and you shall not retain any versions thereof on any personal computer or any other media (e.g., flash drives, thumb drives, external hard drives and the like). In addition, you will thoroughly search personal electronic devices, drives, cloud-based storage, email, cell phones, and social media to ensure that all BMS information has been deleted. In the event that you commingle personal and BMS confidential information on these devices or storage media, you hereby consent to the removal and permanent deletion of all information on these devices and media. Nothing in this paragraph or Agreement limits or prohibits your right to report potential violations of law, rules, or regulations to, or communicate with, cooperate with, testify before, or otherwise assist in an investigation or proceeding by, any government agency or entity, or engage in any other conduct that is required or protected by law or regulation, and you are not required to obtain the prior authorization of BMS to do so and are not required to notify BMS that you have done so.

Termination of Confidentiality Agreement. Effective upon the date hereof, the Confidential Disclosure Agreement, dated ​ (the “Confidentiality Agreement”), between Buyer and Seller shall terminate and be of no further force or effect, and shall be superseded by the provisions of this ‎[Section 6.1].

Confidentiality and Assignment Agreement. The Executive has entered into the Proprietary Information and Inventions Agreement (the “Confidentiality and Assignment Agreement”), attached hereto as [Exhibit A], the terms of which are incorporated by reference as material terms of this Agreement. For purposes of this Agreement, the obligations in this [Section 7] and those that arise in the Confidentiality and Assignment Agreement, and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.”