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 [[Icahn Group:Organization]] 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. [[Icahn Group:Organization]], and if asked by any Board member, the Company will advise such Board member that he or she may speak to Mr. [[Icahn Group:Organization]] (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 [[Icahn Group:Organization]]). “Confidentiality Agreement” means the Confidentiality Agreement, dated May 12, 2016, between the Company, [[Person A:Person]] and each of the other persons listed in [Schedule A] thereto.

Executive understands that prior to and during the Term, he has had and shall continue to have access to nonpublic information both of a technical and non-technical nature, relating to the business of the Company or any of its parents, subsidiaries, divisions or affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets or equipment designs, including information disclosed to the Company or any of its Affiliated Entities by others under agreements to hold such information confidential (collectively, the “Confidential Information”). Executive agrees to observe all policies and procedures of the Company and its Affiliated Entities concerning such Confidential Information. Executive further agrees not to disclose or use, either during his employment or at any time thereafter, any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so by the Board in writing, except that he may disclose and use such information in the good faith performance of his duties for the Company. Executive’s obligations under this Agreement will continue with respect to Confidential Information, whether or not his employment is terminated, until such information becomes generally available from public sources through no fault of Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies the Company of such subpoena, order or other requirement such that the Company has the opportunity to obtain a protective order or other appropriate remedy.

As of the Effective Date, the terms of this clause 15 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the parties (or their Affiliates) dealing with the subject of this Agreement, including the Prior Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

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.

Confidentiality of this Agreement. The terms of this Agreement may not be revealed by the Parties to any third party (except to each of the Parties’ agent(s), attorney(s), accountant(s) and manager(s), each of whom will observe confidentiality, or if legally required to do so by statute, regulation, judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding or in connection with legal action or arbitration to enforce this Agreement).

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 December 19, 2022 (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.

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; information about customer preferences and buying patterns; information about prospective customers, vendors and prospective vendors, or business opportunities; information about ​’s costs and the pricing structure used in sales to customers; 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.

Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law.

Confidentiality. You agree to keep the terms of this Agreement strictly confidential and that you will not disclose or cause to be disclosed through others the terms to anyone, including but not limited to past, present and prospective LSI employees and the media. Upon inquiry of any kind about this matter, you shall state only that this matter has been resolved and shall give no other indication(s), verbal or otherwise, regarding the outcome or the general or specific terms of this Agreement. However, you may disclose the terms of this Agreement # to your counsel, tax advisors and spouse who, as his agents, will be bound to this provision; # for the purpose of enforcing this Agreement; and # to comply with any legal duty or obligation. Moreover, you acknowledge and agree that you remain bound by the post-termination obligations of the Confidentiality Agreement you executed with LSI.

Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its employees, agents or contractors pursuant to Article 9 confidential and shall not # disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters, construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or the contents of any documents, reports, surveys or evaluations related to the Project or any portion thereof or # provide to any third party an original or copy of this Lease (or any Lease-related document or other document referenced in [Subsection 38(a)]). Landlord shall not release to any third party any non-public financial information or non-public information about Tenant’s ownership structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: # if required by Applicable Laws or in any judicial proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, # to a party’s attorneys, accountants, brokers, lenders, potential lenders, investors, potential investors and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or # to bona fide prospective assignees or subtenants of this Lease; provided they agree in writing to be bound by this Section.

Confidentiality. Notwithstanding anything to the contrary contained in this Agreement, and subject only to any disclosure requirements which may be imposed upon Buyer under applicable state or federal securities or antitrust laws, it is expressly understood and agreed by Buyer and the Company that: # the conversations, negotiations and transactions relating to this Agreement and/or contemplated hereby; and # all financial information, business records and other non-public information concerning Buyer or the Company which any of the parties or their respective representatives has received or may hereafter receive, shall be maintained in the strictest confidence by the parties and their respective representatives, and shall not be disclosed to any person that is not associated or affiliated with any of the parties and involved in the transactions contemplated hereby, without the prior written approval of Buyer or the Company, as applicable. The parties hereto shall use their best efforts to avoid disclosure of any of the foregoing or undue disruption of any of the business operations or personnel of Buyer or the Company. Except for information generally available to the public, in the event that the transactions contemplated hereby shall not be consummated for any reason, each of the parties covenants and agrees that neither it nor its representatives shall retain any documents, lists or other writings which they may have received or obtained in connection herewith or any documents incorporating any of the information contained in any of the same (all of which, and all copies thereof in the possession or control of themselves or their representatives, shall be returned to the original source of the material at issue or destroyed, if certified as to such destruction by an officer of such party). The parties hereto shall be responsible for any damages sustained by reason of their respective breaches of this Section 5.1, and this Section 5.1 may be enforced by injunctive relief.

Confidentiality. Each party hereto will permit each other party and their respective attorneys, accountants and representatives to conduct an investigation and evaluation of such other party, will provide such assistance as is reasonably requested and will give access at reasonable times to all documents or records related to the condition, assets, operations and business prospects of such other party. If the contemplated Acquisition is not consummated, each party hereto will not, nor will it permit any of its employees, agents or representatives to, use or disclose to any third party (except to the extent required by law or judicial process or publicly available or obtainable, from independent sources not subject to a confidentiality or non-disclosure agreement) any information obtained in their investigation of the other party. As the Company is an SEC filer, this Section 10 shall not prohibit the Company from the filing of a Current Report on Form 8-K within 4 business days of the execution by all parties hereto, which discloses the terms and conditions herein, and which attaches this Letter of Intent as an exhibit thereto.

“Confidential Information” means information regarding the Company and its Affiliates that is not generally available to the public, including (to the extent that it is not so generally available): # information regarding the Company’s and its Affiliates’ business, operations, financial condition, students, vendors, sales representatives and other employees; # projections, budgets and business plans regarding the Company and its Affiliates; # information regarding the Company’s and its Affiliates’ planned or pending acquisitions, divestitures or other business combinations; # the Company’s and its Affiliates’ trade secrets and proprietary information; and # the Company’s and its Affiliates’ technical information, , discoveries, inventions, improvements, techniques, processes, business methods, equipment, software programs, software source documents and formulae. For purposes of the preceding sentence, information is not treated as being generally available to the public if it is made public by Executive in violation of this Agreement. “Confidentiality Period” means the period beginning on the date hereof and ending three years after the last date Executive is employed by the Company.

Confidentiality. To the extent, if any, not otherwise required by law with respect to either or both Seller or Buyer, prior to Closing, neither Seller nor Buyer shall disclose to any person the terms of this Agreement, or use for any purpose any information which is marked private and/or confidential when received by a party, or which relates to the other party and/or the terms of this Agreement, and/or by its nature is reasonably ascertainable as being private and/or confidential. The foregoing restrictions shall not apply to any disclosure made with the prior written consent of either Seller or Buyer, whichever is the non-disclosing party, or which was already known by the recipient party prior to disclosure by the disclosing party, or which is, or comes to be, in the public domain without fault of the recipient party, or which is disclosed by the recipient party to its professional advisers, or financial institutions or their representatives, or as required by law or by the rules or regulations of any governmental authority having jurisdiction over Seller, Buyer, the Company or the subject matter of this Agreement or any part hereof. Notwithstanding the foregoing, Seller and Buyer shall cooperate in making a public announcement of this Agreement upon or after the filing of the DPSC Application.

Confidentiality. This Agreement will be confidential and the Parties will use their best efforts to preserve its confidentiality; provided, however, that the Parties mutually agree that this Agreement or its terms may be disclosed by any Party as reasonably required for its business purposes or pursuant to legal and regulatory obligations without the need to obtain the consent of the other Parties.

Confidentiality. The Employee understands and acknowledges that during Employee’s employment with the Company, Employee will be exposed to Confidential Information (defined below)

Confidentiality. BRPA acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries.