Loyalty. During Executive’s employment by the Company, Executive shall devote substantially all her business time to the performance of Executive’s duties under this Agreement. Notwithstanding the foregoing, except as otherwise agreed to in writing, Executive shall have the right to perform such incidental services as are necessary in connection with # his private passive investments, # his charitable or community activities, # his participation in trade or professional organizations, and # his service on the board of directors (or comparable body) of any third-party corporate entity that is not a Competitive Entity (as defined in [Section 2.3]), so long as these activities do not materially interfere with Executive’s duties hereunder and, with respect to (d), Executive obtains prior Company consent, which consent will not be unreasonably withheld.

Loyalty. During CFO’s employment with the Company, CFO shall devote CFO’s full business energies, interest, abilities and productive time to the proper and efficient performance of CFO’s duties under this Agreement.

Employee shall devote working time, attention, knowledge, and skills to Employer's business interests and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Employer. It is understood that the Employee has other business interests that may demand substantial time and may present conflicts of interest to the Company.

Employee's Duty of Loyalty and Fiduciary Obligations. Employee has a fiduciary obligation to the Company, which requires Employee to exercise due diligence and good faith in any dealings which may affect the Company and to always act in the Company's best interests. During the Term, Employee shall not engage in any transaction or other act which could be detrimental to the Company, beneficial to any of the Company's competitors, or which could otherwise constitute a conflict of interest. During the Term, Employee shall devote Employee’s efforts and ability on a full-time basis to the Company. Employee shall not “freelance” or otherwise sell any product or perform any service competitive with any product or service offered by the Company, on a full time, part time, or any other basis, other than for the Company. This shall not apply to services performed by Employee, without compensation, for any bona fide nonprofit, charitable, civic, religious, or community organization so long as such services do not constitute a conflict of interest or violate other provisions of this Agreement.

Loyalty Obligations. The Executive agrees that, immediately upon execution of this Agreement, the following obligations (“Loyalty Obligations”) shall apply in consideration of the Executive’s employment by or continued employment with the Company:

committed any breach of Participant's fiduciary duty or the duty of loyalty, as determined by Applicable Law,

Duty. Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during and after the Employment Term, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidential

Lender and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to Borrower or any of Borrower’s equity holders, Affiliates, officers, employees, attorneys, agents, or any other Person.

intentional engagement by Employee in any activity which would constitute a breach of duty of loyalty to Employer;

If the Participant violates any aspect of this provision, or any duty of loyalty or confidentiality imposed by law, in addition to any damages that the Participant may be required to pay, the Participant understands and agrees that the Participant shall be required to reimburse the Corporation for all its costs incurred to enforce this Agreement, including but not limited to, all attorneys’ fees.

Conflicts of Interest. During your employment with the Company, you acknowledge and agree that that you have a duty of loyalty under applicable law and under the COSE, and that, during your employment, you will not, directly or indirectly, engage in business activities that compete with the Company, solicit Company clients to move ​ business or business opportunities to an entity other than the Company, or solicit employees to leave ​.

No Duty to Mitigate. In no event shall any Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan, and such amounts shall not be reduced whether or not the Participant obtains other employment. In the event of a Qualified Termination of Employment, the Participant shall not be entitled to receive any severance benefits that would otherwise be available to the Participant under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation and/or any of its Subsidiaries and the aggregate Separation Payment shall be reduced by the amount of any other severance payments otherwise payable to the Participant, whether under local law, any severance plan or offer letter or other individual agreement.

No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of the Plan, and such amounts shall not be reduced whether or not the Executive obtains other employment.

No Duty to Inquire. Neither the Company, the Trustee nor the Committee shall have any obligation to inquire into or be responsible for any action or failure to act on the part of the others.

Duty of Good Faith. In addition to the other requirements of this Agreement, each Party agrees that it shall at all times act fairly and in good faith in relation to this Agreement.

No Duty to Account. EDS and each other Elevate Party and TCDS and each other Think Party shall have an unrestricted right to make any use of the Co-Owned Subject Matter (including the right to grant non-exclusive licenses to the Co-Owned Subject Matter to any third party) and shall not have any obligation of any kind to account to the other party or obtain consent of the other party to grant nonexclusive licenses to the Co-Owned Subject Matter (subject to compliance with [Section 7] below). Notwithstanding the foregoing, each Party’s exportation or re-exportation of the Co-Owned Subject Matter outside the United States of America and its territories and possessions will be in compliance with applicable export control laws.

No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

Third-Party Claims. In the event a Buyer Indemnified Party receives notice (or is otherwise made aware) of any claim or demand (including the threat of such), or is served with a complaint, counterclaim or cross-claim in litigation (a “Third-Party Claim”), Buyer shall notify the Representative of such Third-Party Claim, and the Representative, as representative for the Seller, shall be entitled, at the sole cost and expense of the Seller, to participate in any defense of such Third-Party Claim. Buyer may not settle any Third-Party Claim, and determine the amount of any settlement payment or extent of any other liabilities incurred by way of such settlement without the prior written consent of the indemnifying parties, which consent shall not be unreasonably withheld. In settling any Third-Party Claim, Buyer shall not be deemed to be an agent of, and shall have no duty, including, without limitation, any fiduciary duty, duty of loyalty, duty of good faith or duty of disclosure, to the former shareholders.

the Tender Neutral Loyalty Program.