. Agreement to Maintain Confidentiality; Non-Disparagement.

Section # Non Disparagement; Use of Name.

Confidentiality, Cooperation with Regard to Litigation; Non-Disparagement.

Mutual Releases; Covenants Not to Sue and No Disparagement. The Parties hereby agree to the mutual releases, covenants not to sue and covenants not to disparage set forth in [Schedule C] as if fully included in this Agreement.

Without the prior written consent of the Company, Executive agrees hereby not to disclose or use, directly or indirectly (except as may be required for the performance of duties assigned by the Company or one of its affiliates or as may be required by law or regulation or by a court of competent jurisdiction), any trade secret or other confidential information pertaining to the conduct of the Company's business, unless and until such trade secret or confidential information is in the public domain. The Company’s business, as that term is used herein, includes, but is not limited to, the Company’s and any of its affiliates’ records, processes, methods, data, reports, information, documents, equipment, training manuals, customer lists and business secrets. Except as may be compelled by a court of competent jurisdiction or as may otherwise be required by law or regulation, Executive shall take no action during the two-year period following the Separation Date (including without limitation the making of any oral or written statement) which action materially and directly damages the reputation of Southern or any of its subsidiaries.

Non-Disparagement and Cooperation. Employee agrees to not defame, libel or slander or otherwise disparage LP or its products or services. Employee agrees Employee will not act in any manner that might damage the business of LP. Employee agrees Employee will not, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, act in any manner or perform any act or omission which is or could be detrimental in any respect to the reputation or goodwill or otherwise might damage the business of LP or any other person or entity released herein. Employee further agrees Employee will not counsel, assist, participate in, or encourage any persons in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against LP or any officer, director, employee, agent, representative, shareholder or attorney of LP, unless under a subpoena or other court order to do so. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts any party (or their attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Securities and Exchange Commission (“SEC”), FINRA, any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.

Mutual Non-Disparagement Covenant. Executive agrees that he will not, at any time in the future, in any way disparage Company or its current and former officers, directors and employees, verbally or in writing, or make any statements to the press or to third parties that may be derogatory or detrimental to Company's good name or business reputation. Likewise, the officers and directors of Company will not, at any time in the future, make any derogatory or disparaging statements to any third parties about Executive, verbally or in writing. Nothing in the paragraph shall preclude either party from responding truthfully to inquiries made in connection with any legal or governmental proceeding pursuant to subpoena or other legal process.

The terms of this Settlement Agreement (but not the existence of the Agreement) and the communications, discussions and negotiations of this Settlement Agreement shall be regarded as “Confidential Information.” The Parties agree that they shall not disclose any of the terms of this Settlement Agreement without the prior written consent of the other Party; provided, however, that without prior written consent from any Party and notwithstanding the terms of that certain Mutual Nondisclosure Agreement, dated ​, entered into by and between ​ and Express One (the “NDA”), # ​ may make disclosures of the terms of this Settlement Agreement to the SEC (pursuant to publicly available securities filings), # ​ may make other public disclosures related to this Settlement Agreement as ​ reasonably deems commercially necessary; # each Party may disclose the terms of this Settlement Agreement to such Party’s fiduciary professionals, including its auditors, accountants, attorneys, insurance companies, lenders and to a potential purchaser of all or substantially all of the assets of the Party by acquisition, merger, or other transfer, and each such disclosing Party shall ensure that the terms of this Settlement Agreement remain confidential in accordance with this [Section 6] with such fiduciary professionals; # each Party may disclose this Settlement Agreement and its terms to lawyers and retained expert witnesses in any litigation in which that Party becomes involved for use subject to any pending protective order after providing written notice to the other Party of that disclosure; and # each Party may disclose this Settlement Agreement and its terms as required by # law, # a written, formal governmental agency request, or # a court of competent jurisdiction, to be disclosed by the receiving party, provided that the disclosing Party gives the other Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, the Parties also agree that any Party may make the following statement (or statement substantially similar) about this Settlement Agreement: “​ and Express One entered into a settlement agreement that resolves all disputes between the parties. ​ agreed to pay Express One ​ in exchange for Express One’s dismissal and permanent withdrawal of Express One’s tort claims. In addition, the parties agreed to continue their business relationship going forward.” In addition, nothing herein shall restrict the Parties from making customary business statements to third parties about positively working together.

To the Knowledge of the Sellers, no current or former Business Employees or any current or former consultants and independent contractors of the Business are, or are reasonably likely to be, in breach of any confidentiality, intellectual property, non-competition, non-solicitation or non-disparagement Contract as a result of providing services to the Business. Neither the Seller, any Affiliate of Seller (other than the Target Companies) nor any of the Target Companies have sought to enforce any confidentiality, intellectual property assignment, non-competition, non-solicitation or non-disparagement Contract covering a former Business Employee in the last five (5) years.

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).