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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).

No Disparagement. Pennypacker agrees not to make critical, negative or disparaging remarks about the Company, its products/services, its subsidiaries and related companies, their insurers, their officers and directors, their employees or agents to others. Pennypacker also agrees not to disclose personal or private information about the Company or its subsidiaries and related companies, their insurers, their officers and directors, their employees, agents or clients. Company executive leadership similarly agrees not to cause any Company employee to make critical, negative or disparaging remarks about Pennypacker. To the extent the NLRA applies to Pennypacker, he understands that nothing in this paragraph 6 is intended to prohibit him from any activity that constitutes a concerted, protected activity under the NLRA, including commenting upon his terms and conditions of employment; and the obligations in this paragraph shall be interpreted consistent with the NLRA, but only to the extent the NLRA applies to Pennypacker. In addition, nothing in this paragraph (or this Agreement) is intended to prohibit Pennypacker from sharing information relative to any alleged sexual harassment or sexual assault.

Each party agrees to use reasonable best efforts to not make any voluntary statements, written or verbal, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the reputation, business practices or conduct of the other party.

No Disparagement. Employee agrees not to criticize, disparage or otherwise demean in any way the Company or its affiliates or its or their products, services, technologies, strategies, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as via social media or on any website or blog.

No Disparagement. During my employment with Company and after the termination thereof, I will not disparage Company, its products, services, agents or employees.

Section # Non-Disparagement. Each of the Eligible Employees agrees not to make any statements that disparage the AEP System Companies, their respective affiliates, employees, officers, directors, products, or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 6.6.

You agree that if you breach any of the provisions in this Agreement concerning confidentiality, return of property, non-disparagement, or your current employment conflict of interest or post-employment confidentiality, non-compete, non-interference / non-solicitation and non-raiding obligations to Premier contained and/or referenced in [Sections 8 - 11]1] of this Agreement during the applicable term for each, you shall automatically and immediately forfeit at the time of the breach the right to any further Severance Pay or Additional Severance Pay under this Agreement. In such case, you and Premier agree that the general release shall remain valid and enforceable based on the other consideration paid or provided up to that date.

The Participant must execute a severance agreement (the “Severance Agreement”) to the reasonable satisfaction of the Bank and the Company and such Severance Agreement must become effective and irrevocable within sixty (60) days following the Participant’s Qualifying Termination. Any such Severance Agreement will include, without limitation, # a release of claims in favor of the Company, the Bank, their affiliates and their respective officers and directors; # non-solicitation, non-disparagement, confidentiality and further cooperation provisions substantially similar to those set forth in Appendix B hereto; and

Non-Disparagement. Rosengarten agrees not to engage in any acts or make any representations, or direct any other person or entity to engage in any act or make any statements or representations, that disparage or otherwise impair the reputation of Corp., the Bank or any of the other Released Parties. Nothing contained in this Paragraph 9 shall preclude Rosengarten from providing truthful testimony pursuant to subpoena or other legal process.

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