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.

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 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.”

Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Purchaser by reason of this Agreement shall have access to any trade secrets or confidential information of the Company. The Company shall not be required to comply with any information rights of any Purchaser whom the Company reasonably determines to be a competitor or an officer, employee, director, or holder of ten percent (10%) or more of a competitor. Purchaser shall keep confidential and shall not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement other than to any of the Purchaser’s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Purchaser’s investment in the Company.

Employee hereby warrants, covenants and agrees that, without the prior express written consent of the Company, and unless required by law, court order or similar process, Employee shall hold in the strictest confidence, and shall not disclose to any person, firm, corporation or other entity, any and all of the Company’s information, including, for example, and without limitation, any data related to # drawings, sketches, lists, plans or other documents concerning the Company’s business or development plans, customers or suppliers; # the Company’s development, design, construction or sales and marketing methods or techniques; or # the Company’s trade secrets and other “know-how” or information not of a public nature, regardless of how that information came to the custody of Employee (collectively, subsections [[(i), (ii) and (iii) of this Section 7(a)])])]], “Information”). For purposes of this Agreement, such Information shall include, but not be limited to, any information regarding a formula, pattern, compilation, program, device, method, technique or process that # derives independent economic value, present or potential, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and # is the subject of Company efforts.

The terms and conditions of this Agreement, any information disclosed or to be disclosed by a Party to the other Party in connection with this Agreement or any of the transactions contemplated hereby shall be kept confidential by the receiving Party and shall not be used otherwise than in connection with the transactions contemplated by this Agreement, except to the extent:

Each Party (including each Rights Holder) agrees not to disclose Confidential Information of the other Party received in connection with this Agreement to any third party. Each Party (including each Rights Holder) agrees not to use any such Confidential Information of the other Party for any purpose other than as set out in this Agreement without the prior written consent of the other Party in each specific case. Each Party reserves all rights in its Confidential Information, or any other information disclosed hereunder, and no rights or obligations other than those explicitly stated herein are granted or to be implied from this Agreement.

Having regards to the fact that each Party has disclosed and may subsequent to the Signature Date, disclose Confidential Information to the other Parties, each Party ("the receiving Party") undertakes from and after the Signature Date, not to use, disclose or divulge, directly or indirectly, the Confidential Information of another Party hereto ("the divulging Party") to any third Party.

Confidentiality. During the term of this Agreement, Buyer, Seller and their respective representatives shall hold in strict confidence all data and information obtained with respect to the opposite party, its business, the Property or the transaction contemplated by this Agreement (including the existence and terms of this Agreement), whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others, other than to counsel, accountants or agents or independent contractors, in each case, who have a need to know such information for the purposes of completing the transaction contemplated in this Agreement and are associated with the Property, who must agree to maintain the information in strict confidence, or in a judicially or administratively ordered proceeding where the disclosure is required by law, or in connection with reporting requirements related to securities laws. Notwithstanding anything herein to the contrary, Buyer and Seller representatives shall have the right to contact any officials representing the Town of Henrietta (and any political subdivisions or departments thereof), or the County of Monroe (and any political subdivisions or departments thereof) or the State of New York (and any political subdivisions or departments thereof) in connection with the Property or the transaction contemplated under this Agreement or the Expansion. The provisions of this Paragraph 26 shall survive termination or Closing.

Confidentiality. On and after the date hereof, and for a period of five (5) years thereafter, Assignor shall keep strictly confidential, and shall not disclose to third parties or use, any confidential or Proprietary Information. Assignor’s confidentiality obligations with respect to such information, other than Trade Secret information, shall continue in full force and effect for a period of five (5) year from the date hereof. In addition, and for a period of five (5) years after the date hereof, Assignor shall i) refrain from making use of such information for purposes of manufacturing, producing, licensing, selling or offering for sale the Subject Product or enabling third parties to do so; ii) protect such information from disclosure or discovery by third parties with no less diligence than it does its own confidential, proprietary information and trade secrets; iii) immediately notify the Assignee of any unauthorized disclosure of the information of which the Assignor has knowledge; and # fully cooperate with the Assignee in any effort undertaken to enforce its rights under this Agreement.

Confidentiality. Each of the Applicable Agents and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Applicable Agents or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Applicable Agents or any Lender from disclosing any such information # to the Applicable Agents, any other Lender or any affiliate thereof, # subject to an agreement to comply with the provisions of this Section (or other provisions at least as restrictive as this Section), to any actual or prospective Transferee or any pledgee referred to in [Section 10.6(d)] or any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap or derivative transaction relating to the Company and its obligations, # to its employees, directors, trustees, agents, attorneys, accountants and other professional advisors or those of any of its affiliates for performing the purposes of a Loan Document, # upon the request or demand of any Governmental Authority or regulatory agency (including self-regulated agencies), # in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, after notice to the Company if reasonably feasible, # if requested or required to do so in connection with any litigation or similar proceeding, after notice to the Company if reasonably feasible, # that has been publicly disclosed, # to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or # in connection with the exercise of any remedy hereunder or under any other Loan Document.

Confidentiality. The Company has advised Executive, and Executive acknowledges, that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. Other than in the regular course of Executive's employment with the Company, all Protected Information shall remain confidential permanently and Executive shall not at any time, directly or indirectly, divulge, furnish, or make

Confidentiality. The Parties acknowledge and confirm their respective confidentiality obligations under [Section 2.13] of the LLC Agreement as in effect as of the date hereof, and the consummation of the transactions contemplated by this Agreement shall constitute Emmis’ “withdrawal from the Company” for purposes of [Section 2.13] of the LLC Agreement.