Non-Disparagement Contract

NON-DISPARAGEMENT CONTRACT

This Non-Disparagement Contract (the Agreement) is entered into as of the Effective Date: by and between Party A: (Entity Type: ), with principal place of business at , and Party B: (Entity Type: ), with principal place of business at .

RECITALS

WHEREAS, the parties have agreed to resolve certain disputes and to govern their respective public statements and conduct with respect to each other; and

WHEREAS, as part of consideration for promises exchanged herein, Party A will provide consideration in the form of: (the Consideration); and

WHEREAS, the parties desire to set forth their agreement prohibiting disparaging statements about one another and to define the remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Disparage" or "Disparagement" means any oral, written or electronic statement, communication or conduct that a reasonable person would interpret as a statement of a false, derogatory, humiliating, or negative nature regarding the other party's character, reputation, business, products, services, financial condition, employees, agents or performance under this Agreement.

1.2 "Confidential Information" means information designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. NON-DISPARAGEMENT

2.1 Each party covenants and agrees that, during the Term set forth in Section 4 and thereafter as provided herein, it shall not, directly or indirectly, make, publish, or communicate to any person or entity any Disparaging remarks concerning the other party, including its officers, directors, employees, agents, products, services, or business practices.

2.2 The restriction contained in Section 2.1 includes, without limitation, statements in interviews, social media posts, emails, public filings, customer communications and speeches. Speech that is truthful and non-malicious and limited to matters of public record or necessary legal disclosures is addressed in Section 3 below.

3. EXCEPTIONS

3.1 Notwithstanding Section 2, a party may make truthful statements that are required by law, regulation, subpoena, court order, or other compulsory process; provided that, to the extent permitted, the responding party gives the other party prompt written notice of such requirement and cooperates in seeking a protective order or confidential treatment.

3.2 Nothing in this Agreement shall be construed to prohibit a party from providing truthful testimony under oath or participating in any government or regulatory investigation; provided that the party does not otherwise communicate Disparaging statements beyond that which is required.

4. TERM

4.1 This Agreement shall commence on the Effective Date and shall continue for a period of from that date, unless earlier terminated by written mutual agreement of the parties. If "perpetual" is indicated, the obligations herein shall survive indefinitely.

5. REMEDIES

5.1 The parties acknowledge that a breach of the covenants in Section 2 would cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

5.2 The parties agree that, if a court determines in a final non-appealable judgment that a party materially breached Section 2, the breaching party shall pay liquidated damages in the amount of and the prevailing party's reasonable attorneys' fees and costs incurred in enforcing this Agreement.

6. NO ADMISSION OF LIABILITY

6.1 This Agreement and the performance of the parties hereunder are not and shall not be construed as an admission of liability, wrongdoing, or fault by any party for any purpose.

7. NOTICES

Party A - Notice Address:

Party A - Contact:

Party B - Notice Address:

Party B - Contact:

8. ATTORNEYS' FEES

8.1 In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in enforcing this Agreement, in addition to any other relief to which it may be entitled.

9. GOVERNING LAW; JURISDICTION

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

10.2 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

11. SEVERABILITY; INTERPRETATION

11.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties agree to replace any invalid provision with a valid provision that most closely approximates the parties' original intent.

12. COUNTERPARTS; EXECUTION

12.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

ADDITIONAL PROVISIONS

13.1 The parties acknowledge that the remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. The parties further acknowledge that the Consideration represents fair and adequate consideration for the obligations set forth herein.

Optional Clarification or Additional Exceptions (describe if any):

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