Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. The Parties shall keep this Agreement confidential and shall not disclose its existence or the contents of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Party.

Confidentiality and Non-Disparagement. The Parties Each Party agrees to identify in writing as confidential or proprietary, or mark as confidential or proprietary, any information that either Partx xxems to be confidential information. Each Party agrees that information that is disclosed orally shall keep this Agreement not be considered confidential information unless it is reduced to writing or to a written summary that identifies the orally-disclosed topics to be considered as confidential information and such writing is provided to the recipient at the time of disclosure or within thirty (30) days thereafter. Each Party agrees to treat such confidential information as strictly confidential and shall take reasonable precautions to safeguard such information, shall not use it for any unauthorized purposes, and shall not disclose it to any third party without the prior written consent of the Party from whom it was obtained; provided, however, that the Party receiving the confidential information may disclose such information to its existence or responsible officers, employees, agents and representatives who require such information for the contents of purposes contemplated by this Agreement, and provided that such persons shall be subject to the obligations of confidentiality provided in this Agreement Section 9. Notwithstanding this Section 9, confidential information shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed include information that: (i) the recipient can demonstrate by written evidence was lawfully in its possession prior to its first receipt of such information from the deliverer thereof; (ii) is independently developed by the recipient without use of any confidential information of the other Party; (iii) is or becomes available in the public domain at the time of disclosure or thereafter other than as may be required a result of disclosure by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by lawthe recipient; or (iiiv) in the ordinary course of business by any Party is received from a third party with a legal or contractual right to a government or regulatory agency upon the request of disclose such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expenseinformation. Each of the Parties Party agrees that throughout the Deferral Period to conduct its business in such Party shall a way as not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other other's valuable reputation, or disparage such Party, its employees, directors, parent, subsidiaries, or affiliates.

Confidentiality and Non-Disparagement. The Parties shall keep A. Employee represents and warrants that she has not disclosed the terms and conditions of this Agreement confidential or the existence of this Agreement to any third party (except for her family members and shall attorney), and she agrees that going forward she will not disclose its existence the terms and conditions of this Agreement (including the history, background, and negotiations leading to the Agreement), or the contents existence of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in to any trial or civil proceedingsthird party, except that its existence and contents may be disclosed as follows: (i) she may disclose the amount of the payments to her spouse, attorneys, and/or tax or financial advisors provided that these individuals agree to maintain the confidentiality of the information; and (ii) she may make such disclosure as may be required commanded by a properly issued and served agency subpoena or other legal process under applicable federal or state statutes or regulationscourt order, court order or in connection with its enforcement or as otherwise required by law, provided, however, that if a subpoena or court order is issued in which she is requested to disclose any matter covered by this confidentiality provision, she shall give immediate notice to the Company, and advise such issuing entity of the terms of this confidentiality agreement and the interest of the Company in this Agreement. Similarly, the Company will not disclose the terms and conditions of this Agreement (including the history, background, and negotiations leading to the Agreement)to any third party, except as follows: (i) to any agent of the Company for tax or other business related reasons; or (ii) in as required by the ordinary course SEC or other regulatory agencies due to the Company being publicly-traded including but not limited to providing a copy of business by any Party this Agreement as an exhibit to a government or regulatory agency upon the request of such agencyits required SEC filings; or (iii) or, as may be commanded by a properly issued and served agency subpoena or court order, or as otherwise required by law. Employee represents and warrants that she will not disclose the subject matter of the negotiations that led to this Agreement to any third parties (except for her family members and attorney). In the event that any unsolicited inquiries into this matter or Employee’s employment or separation therefrom, she shall state that she resigned from employment with the Company to pursue other opportunities. Employee represents and warrants that she has not made disparaging, defaming, or derogatory remarks about the Company and/or the Related Parties’ respective accountants, auditors or attorneys (including in-house their products, services, business practices, directors, officers, managers, or employees, to anyone, and outside counsel) on a confidential agrees that she will not do so in the future. Similarly, Company officers and need-to-know basisBoard Members will likewise refrain from making any disparaging, defaming or derogatory remarks about Employee and agree not to do so in the future. Further, it Company is understood willing to execute a mutually agreed upon letter that discusses accomplishments of Employee during her tenure and agreed identifies that Geospatial her resignation was accepted as of December 31, 2020. Otherwise, Company will disclose only provide dates of employment, resignation and reference to the letter contemplated herein. Company officers and Board Members will not make statements contrary to the letter contemplated herein. Employee represents and warrants that she has not taken any action that may impair or interfere with the relations or business between the Company and/or the Related Parties, and their vendors, business partners, customers, employees, or agents, and agrees that she will not do so in the future. Nothing in this section shall prohibit Employee from revealing the terms of this Agreement via to the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with extent necessary to enforce its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement terms, nor shall it prohibit Employee from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding providing truthful information to any such request or subpoena, shall permit governmental agency with jurisdiction over the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other PartyCompany.

Confidentiality and Non-Disparagement. The Parties shall keep existence, terms and conditions of this Agreement confidential will be held in confidence by the Parties, and their respective agents, officers, directors, employees and contractors, and shall not be disclosed to any person except as follows: (1) the Parties may disclose the existence, terms and conditions of this Agreement to the extent necessary for any Party to perform its existence obligations under this Settlement Agreement; (2) any Party may disclose the existence, terms and conditions of this Settlement Agreement to the extent necessary to receive legal, tax, or accounting advice or to a spouse/domestic partner; (3) any Party may disclose the existence, terms and conditions of this Agreement to any governmental entity with regulatory authority over any matter arising out of this Agreement; (4) any Party may disclose the existence, terms and conditions of this Agreement to the extent necessary to comply with any law, rule, regulation, order of a court or other tribunal of competent jurisdiction, or other legal process; (5) as necessary to enforce this Agreement by legal action; and (6) upon written consent of the Parties. The negotiations leading to the terms of this Agreement are confidential. Unless compelled to testify at a deposition, administrative proceeding, trial, or as required by law, government rule or regulation, the Parties agree not to: (1) disclose any statement made during negotiations, the terms and conditions of this Agreement or the events leading to the making of this Agreement; and (2) issue a press release, article, memorandum, statement, whether oral or written, or participate in any other publicity regarding the settlement or this Agreement. In the event that Plaintiff and/or Guardian receives a subpoena, court order, or any request to divulge the contents of this Agreement, Plaintiff and/or Guardian shall immediately notify McGuireWoods LLP, 000 Xxxxxx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxxxxxxx, Xxxxxxxx 00000, Attention Xxxxx X. Xxxxx by email (xxxxxx@xxxxxxxxxxxx.xxx) and overnight courier, to allow Xxxxx-Xxxxxxx to interject objections or otherwise preserve the confidentiality of this Agreement Agreement. The Parties further agree to refrain from making, causing to be made, publishing, ratifying or endorsing to any third party any and all disparaging remarks, derogatory statements or comments with respect to the Incident. One Hundred Dollars and Zero Cents ($100.00) of the Settlement Payment constitutes consideration for this Settlement Agreement’s confidentiality provision. This confidentiality and non-disparagement requirement extends to social media, and neither Plaintiff/Guardian nor the Released Parties shall not be offered refer to this Agreement, including the terms of this Agreement, or received in evidence, nor shall the Agreement be admissible Xxxxx-Xxxxxxx or any of its employees or agents in any trial or civil proceedings, except that its existence and contents may be disclosed derogatory manner (i) as may be required whether by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena name or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to), or seek to damage Plaintiff/Guardian or any of their attorneys or agents anywhere on the reputation of Internet or on any other Partysocial media platform.

Confidentiality and Non-Disparagement. 3.1. This Agreement and the terms herein are strictly confidential. The Parties shall keep further agree not to disclose the terms of this Agreement confidential to any individual or entity who does not constitute a Party to, or a releasee under this Agreement without the prior written approval of the other Party; provided however that the Parties may disclose this Agreement and shall not disclose its existence terms (i) to their legal counsel and accountants or tax attorneys to the contents extent required for determining and/or defending tax liabilities or for preparing or certifying the accounts of a signatory to this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) as required in disclosures to the ordinary course of business by any Party to a government United States Securities and Exchange Commission or regulatory agency upon the request of such agency; OTC Markets, Inc., or (iii) in response to the Parties’ respective accountants, auditors any inquiry from any regulatory body with jurisdiction or attorneys (including in-house and outside counsel) on a confidential and need-to-know basisauthority over either Party. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K nothing herein shall prevent any Party from complying with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, lawful subpoena or otherwisecourt order, provided further, however, that any Party so receiving any such Party shall (a) subpoena or court order must promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidentialin order to enable the other Party to seek an appropriate protective order or other remedy. The Party receiving such subpoena or court order shall consult with the other Party with respect to it taking steps to resist or narrow the scope of such request or legal process, and (c) prior or to responding waive compliance, in whole or in part, with the terms of this provision. Further, in the event that any Party files a Motion to Quash or a Motion for a Protective Order in connection with any subpoena or court order referenced above, no other Party shall take any position in opposition to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties heretomotion. If any Party objects a disclosure is made for an above-mentioned purpose, the disclosing party will instruct the recipient that the information is confidential and may not be disclosed to disclosure, its undertaking to maintain confidentiality of others except for the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Partysame reasons stated herein.