and technologies during Term, including, but not limited to products or services involving aerogels and related materials science and technologies as well as any areas the Company develops an intention to engage during the Term.

Covenant Not to Compete. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with Company by either party for any reason, I will not , directly or indirectly, as a partner, employee, officer, director, agent, investor, owner, consultant or otherwise, solicit, perform or provide, or attempt to perform or

The Parties agree that they shall not encourage, solicit, initiate, institute, commence, continue, file, or otherwise prosecute, whether directly or indirectly, or through a third party, any action, lawsuit, cause of action, claim, demand, or legal proceedings for or arising out of or relating to any claim, etc. released hereby. Notwithstanding anything herein to the contrary, a Party is allowed to commence an action to enforce the terms of the Agreement.

Covenant Not To Sue. Employee warrants that Employee has not filed any complaints, charges or claims for relief against the Company with any local, state or federal court or administrative agency that are currently outstanding. Employee further agrees and covenants not to sue, or to bring any claims or charges against, the Company with respect to any matter arising at the time of Employee’s execution of this Agreement or covered by the release set forth in Paragraph 2 above, and not to assert against the Company in any action, suit, litigation or proceeding any matter arising before Employee’s execution of this Agreement or covered by the release set forth in Paragraph 2 above.

Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods, and its subsidiarires and affiliates, and accordingly agrees that, during and for the applicable period set forth in [Section 7(c)], Executive shall not:

Covenant Not To Sue. A “covenant not to sue” is a legal term which means I promise not to file a lawsuit in court. It is different from the General Release of claims contained in paragraph 1 above. In addition to waiving and releasing the claims covered by that paragraph 1 above, I further agree never to sue the Company and/or any of the other Releasees or become party to a lawsuit on the basis of any claim of any type whatsoever arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees. I agree not to become a member of any class in any case in which claims are asserted against the Company. I warrant and represent that I have not filed any complaint, claim or lawsuit against the Company with any governmental agency or with any court. Notwithstanding this Covenant Not To Sue, I may bring a claim against the Company and/or any of the other Releasees to enforce this Agreement or to challenge the validity of this Waiver and Release Agreement under the ADEA. I further acknowledge and agree in the event that I breach this paragraph, then # the Company shall be entitled to apply for and receive an injunction to restrain such violation of this paragraph, # I shall be obligated to pay the Company its costs and expenses incurred in enforcing this paragraph and defending against such lawsuit (including court costs, expenses and reasonable legal fees), and # as an alternative to (ii), at the Company’s option, I shall be obligated upon demand to repay to the Company all but $250 of any severance payment paid to me under paragraph 2 of the Letter Agreement. I further agree that this Covenant Not to Sue will not affect the validity of the Letter Agreement and will not be deemed to be a penalty or a forfeiture.

Covenant Not To Compete. At all times during Executive’s employment with McDonald’s and for a period of eighteen (18) months following Executive’s termination for any reason, whether with or without cause, at the option of McDonald’s or Executive, and/or with or without notice, Executive agrees and covenants that: # Executive shall not either directly or indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one or more Competitive Companies anywhere in the world. "Competitive Companies" shall mean any company in the ready-to-eat restaurant industry that competes with the business of [[McDonald's:Organization]], including any business in which [[McDonald's:Organization]] engaged during the term of Executive's employment and any business that [[McDonald's:Organization]] was actively considering conducting at the time of the Executive's termination of employment. Examples of Competitive Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings (and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic, Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Subway, Quiznos, Dunkin’ Brands, Seven-Eleven, Tim Horton’s, Starbucks, Jamba Juice, BoJangle’s, WaWa, Five Guys, Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry anywhere in the world, or which otherwise compete with [[McDonald's:Organization]]. Executive agrees to consult with the Executive Vice President of Human Resources, or his/her successor, for clarification as to whether or not McDonald’s views a prospective employer, consulting client or other business relationship of the Executive in the ready-to-eat industry not listed above as a Competitive Company; and # Executive shall not perform or provide, or assist any third party in performing or providing, Competitive Services anywhere in the world, whether directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person, entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design, development, manufacture, marketing or sale of a product, product line or service that competes with any product, product line or service of McDonald’s as they presently exist or as may be in existence or development on Executive’s termination date.

Covenant Not to Sue. Seller hereby irrevocably covenants to refrain from, and to cause all Seller Releasing Parties controlled by it to refrain from, asserting any Potential Claim, or commencing, instituting or causing to be commenced, any action of any kind against any of the Buyer Released Parties, in any forum whatsoever (including any administrative agency), that arises out of, relates in any way to, or is based upon, any of the Buyer Released Matters.

Covenant Not to Challenge. After the Effective Date and for so long as ​’s license is in force, ​ further covenants on behalf of itself and its Affiliates that, except as # required by law or # in defense of an action for infringing the Licensed Enzo Patent Rights brought against ​, its Affiliates or their respective Related Persons (direct or indirect) involving any ​ Products or Covered Third Party Products, neither ​ nor its Affiliates shall knowingly and voluntarily contest (or assist in the contest) in any forum, including Federal Courts, whether under 28 U.S.C. §§ 2201-2202 or not, the United States Patent and Trademark Office, and/or the International Trade Commission, that the Licensed Enzo Patent Rights are valid and enforceable; provided, however, nothing in this Agreement shall prevent ​ or its Affiliates from complying with or responding to any court or governmental order or subpoena relating to the Licensed Enzo Patent Rights. Notwithstanding the foregoing, nothing in this Agreement will preclude ​ and its Affiliates from making

Promise and Covenant Not to Disclose. The parties acknowledge that Company is the sole and exclusive owner of Confidential Information, and that Company has legitimate business interests in protecting Confidential Information. The parties further acknowledge that Company has invested, and continues to invest, considerable amounts of time and money in obtaining, developing, and preserving the confidentiality of Confidential Information and that, by reason of the trust relationship arising between Executive and Company, Executive owes Company a fiduciary duty to preserve and protect Confidential Information from all unauthorized disclosure and unauthorized use. Executive shall not, directly or indirectly, disclose Confidential Information to any third party (except to Executive's attorneys, the Company's personnel, other persons designated in writing by the Company, or except as otherwise provided by law) or use Confidential Information for any purpose other than for the direct benefit of Company while in Company's employ and thereafter.