Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. From the date hereof until the Closing Date or such later date as may be specified below: (a) The Seller will, upon prior notice from the Buyer and during normal business hours, (i) give the Buyer and its authorized representatives reasonable access to the Purchased Assets and Real Property and to Business Records, offices and other facilities and properties relating to the Business; (ii) permit the Buyer to make such inspections thereof and the performance of such soil and groundwater tests, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and will be subject to the provisions of Section 5.5(b). Prior to the Closing Date, Seller shall deliver to Buyer the April Statement of Operations and the April Balance Sheet. (b) The Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement.

Access and Information; Confidentiality. From (a) Subject to compliance with applicable Legal Requirements, from and after the date hereof Effective Date until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable advance notice from the Purchaser to the Companies, the Companies shall provide to the Purchaser and its authorized representatives reasonable access, during normal business hours (and under supervision of the Company’s personnel or representatives), to the premises, books, records, key personnel, properties, systems, documents, data and contracts of or pertaining to the Companies and the Subsidiary; provided that such later date as may investigations and inquiries do not unreasonably interfere with the normal business operations of the Companies or the Subsidiary. Any access to the offices, properties, books and records of the Companies and the Subsidiary shall be specified belowsubject to the following additional limitations: (ai) The such access shall be subject to restrictions under applicable Legal Requirements so long as the Companies and the Subsidiary have taken reasonable steps to permit such access on a basis that is not subject to such restrictions; (ii) such access shall not require disclosure of information subject to attorney-client privilege; and (iii) Purchaser shall use its commercially reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis. Between the Effective Date and the Closing Date, Seller will, upon prior notice from and the Buyer Companies will permit Purchaser’s transition planning team both remote access and on-site access during normal business hourshours and upon reasonable prior notice at the Companies’ and the Subsidiary’s offices and to the Companies’ and the Subsidiary’s personnel and information technology systems during normal business hours for purposes of planning the transition of the Companies’ and the Subsidiary’s business, and the Companies will use commercially reasonable efforts to cooperate with and facilitate such transition planning and related matters as promptly as practicable, consistent with the terms of applicable Legal Requirements, provided that such access to facilities and personnel shall not unreasonably disrupt the normal business operations of either Company or the Subsidiary. No information provided to Purchaser and its representatives pursuant to this Section 5.01 shall affect any representation, warranty, condition, right or remedy in this Agreement. (ib) give Subject to compliance with applicable Legal Requirements, from and after the Buyer Effective Date until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Companies shall use commercially reasonable efforts to provide to the Purchaser and its authorized representatives reasonable access to the Purchased Assets Providers, CMS, AHCCCS, ADES, vendors and Real Property suppliers of the Companies and to Business Recordsthe Subsidiary. Except as otherwise contemplated herein, offices and other facilities and properties relating such access shall be subject to the Business; (ii) permit consent of the Buyer to make such inspections thereof and the performance of such soil and groundwater testsCompanies, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but which shall not be delayed by Seller); unreasonably withheld, conditioned or delayed, as well as the consent of their Providers, vendors and suppliers. (iiic) The Parties acknowledge and agree that the Confidentiality Agreement shall continue to be in full force and effect in accordance with its terms, and Purchaser acknowledges and agrees that it is jointly and severally obligated with WellCare Health Plans, Inc. thereunder as if Purchaser executed the Confidentiality Agreement as a “Recipient” thereunder. Accordingly, Purchaser shall hold, and cause its officers or other appropriate officials representatives to furnish hold, any applicable information confidential in accordance with the Buyer with such financial terms of the Confidentiality Agreement. Effective as of the Closing, Purchaser’s and operating data and other information its Affiliates’ obligations under the Confidentiality Agreement shall terminate, except with respect to the Business Seller’s Confidential Information (as that term is defined in the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and will be subject to the provisions of Section 5.5(bConfidentiality Agreement). Prior to the Closing DateClosing, Seller, the Companies and their Affiliates will not, except in the ordinary course of business and subject to commercially standard confidentiality agreements, disclose, disseminate, divulge, discuss, copy or otherwise use any confidential or proprietary information of the Companies or the Subsidiary. After the Closing, except and only to the extent as may be requested pursuant to, or required by, applicable Legal Requirements or Orders, Seller shall deliver to Buyer the April Statement of Operations and the April Balance Sheet. (b) The Buyer agrees towill not, and to will cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees Affiliates not to disclose, and to cause its Affiliatesdisseminate, employees and agents not to discloseor divulge any confidential or proprietary information of the Companies or the Subsidiary. After the Closing, the Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records event that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its representatives are requested pursuant to, or required by, applicable Legal Requirements or Order to disclose any such confidential or proprietary information, Seller shall provide Purchaser prompt written notice of such request or requirement in order to enable Purchaser to seek an appropriate protective order or other remedy (and if Purchaser seeks such an order, Seller and its Affiliates without use will provide such cooperation as Purchaser shall reasonably request at Purchaser’s expense) or to consult with Purchaser with respect to taking steps to resist or narrow the scope of such request or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreementlegal process.

Access and Information; Confidentiality. From the date hereof until the Closing Date or such later date as may be specified below: (a) The Seller willUpon reasonable notice and subject to Applicable Law relating to the exchange of information, upon prior notice from Holdco shall afford any Shareholder which, together with its Permitted Transferees, holds 2.5% or more of the Buyer and outstanding Shares access during normal business hours, (i) give the Buyer and its authorized representatives reasonable access hours to the Purchased Assets books, records and Real Property and to Business Records, offices and other facilities and properties relating to the Business; (ii) permit the Buyer to make such inspections thereof and the performance of such soil and groundwater tests, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and will be subject to the provisions of Section 5.5(b). Prior to the Closing Date, Seller shall deliver to Buyer the April Statement of Operations and the April Balance Sheetconcerning Holdco. (b) The Buyer agrees toHoldco shall make available to any Shareholder copies of all audited consolidated annual financial statements and unaudited consolidated quarterly financial statements. This information shall be made available to any Shareholder as and when such information is required to be prepared and disseminated to lenders to Holdco or, in the absence of any such requirement, as promptly as reasonably practicable following the time that such information has been prepared by Holdco. (c) Each Shareholder recognizes that Confidential Information may have been and may be disclosed to such Shareholder by Holdco. Each Shareholder shall not use or disclose (except as otherwise expressly contemplated herein or as otherwise agreed to in writing by Holdco), and shall cause its controlled affiliates and use reasonable best efforts to cause its employees other affiliates and agents to, protect the confidentiality of all proprietary shall cause its and confidential information received from Seller its controlled affiliates’ and relating to the Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and shall use reasonable best efforts to cause its Affiliatesother affiliates’ respective directors, employees employees, financial advisors, accountants, lawyers, lenders and agents not to disclose, the Confidential Information to any other Persons use or disclose (except as may be reasonably necessary in connection with the transactions otherwise expressly contemplated herein or except as otherwise agreed to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independentwriting by Holdco), nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, any Confidential Information of Holdco, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees toHoldco, and shall use due care to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, ensure that such Confidential Information is kept confidential, including by treating such Confidential Information with a reasonable degree of care no less than the degree of care such Shareholder would apply to any other Persons except as may its own confidential information; provided that the Confidential Information can be reasonably necessary disclosed to such Shareholder’s affiliates, its and its affiliates’ directors, employees, financial advisors, accountants, lawyers, lenders and agents in connection with the transactions contemplated herein management of such Shareholder’s investment in Holdco who will observe this Section 3.01(c) and hold such information, knowledge, systems and data in strict confidence. As used herein, “Confidential Information” means all information, knowledge, systems or except data relating to the extent business, operations, finances, policies, strategies, intentions or inventions of Holdco and its respective affiliates and subsidiaries from whatever source obtained, except for any such information, knowledge, systems or data which (i) such Confidential Information is at the time of disclosure was in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was otherwise in the possession of the Buyer disclosing person unless such information, knowledge, systems or its Affiliates data was placed into the public domain or became known to such disclosing person in violation of the disclosing party’s non-disclosure obligation, (ii) was available on a non-confidential basis prior to any disclosure its disclosure, (iii) becomes available on a non-confidential basis from a third party source who, to the knowledge of the disclosing person, was not prohibited from disclosing such information by the Seller a legal, contractual, fiduciary or its Affiliates without use of or reliance on the Confidential Retained Business Information; other obligation or (iv) was independently developed by the disclosing party. If any Shareholder becomes legally compelled by court decision, subpoena or governmental order to disclose any of the Confidential Information which has been provided to it or to which it has had access, it will provide prompt written notice thereof to Holdco and will, at the sole cost of Holdco, use reasonable efforts to cooperate with Holdco’s attempt to obtain a protective order or other remedy to prevent the disclosure is necessary of such Confidential Information and agrees not to object to any such attempt. This Section 3.01(c) shall survive the termination of this Agreement for the Buyer to enforce any or all of its rights under this Agreementtwo years.

Access and Information; Confidentiality. (a) From the date hereof until to the Closing Date or Date, provided such later date activities do not unreasonably interfere with the conduct of Lincoln’s business: Lincoln shall afford to Phase Forward, its lenders, counsel, accountants and other advisors, access during normal business hours upon reasonable prior notice to offices, Assets, books and records, Contracts, employees, vendors and customers of Lincoln and its Subsidiaries, and shall furnish all information concerning Lincoln and its Subsidiaries as may be specified below: (a) The Seller will, upon prior notice from the Buyer reasonably requested and during normal business hours, (i) give the Buyer permit Phase Forward and its authorized representatives such other Persons to conduct any reasonable access investigation related to the Purchased Assets transactions contemplated hereby. No investigation by Phase Forward shall affect its ability to rely on Lincoln’s representations and Real Property warranties in this Agreement. Between the date hereof and the Effective Time, Lincoln shall permit Phase Forward’s representatives and senior officers to Business Records, offices meet with the officers and other facilities and properties relating relevant employees of Lincoln to discuss such matters as Phase Forward may deem reasonably necessary or appropriate for Phase Forward to satisfy its ** Confidential Treatment Requested. obligations under applicable Law (including the Business; (ii) permit the Buyer to make such inspections thereof and the performance Xxxxxxxx-Xxxxx Act of such soil and groundwater tests2002, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing)amended, and the tests shall be coordinated with Sellerrules and regulations promulgated thereunder). (b) The terms of the Confidentiality Agreement, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as extent not inconsistent with the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may requestterms of this Agreement, are hereby incorporated herein; provided, however, that any such investigation by nothing in this Section 8.2(b) or the Buyer Confidentiality Agreement shall be conducted in such a manner as not deemed to interfere unreasonably with the operation of the Business and will be subject prohibit Phase Forward or Lincoln from making any disclosure to the provisions of Section 5.5(b). Prior extent which its respective counsel deems necessary or advisable in order to the Closing Date, Seller shall deliver satisfy such party’s disclosure obligations imposed by Law or in order to Buyer the April Statement of Operations and the April Balance Sheet. (b) The Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller fulfill any covenant or obligation pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, Agreement. Lincoln hereby acknowledges and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as that upon execution of this Agreement Phase Forward may be reasonably necessary in connection required to issue a public release and make certain filings required under the Exchange Act and other applicable securities Laws with respect to this Agreement and the transactions contemplated herein or except Merger, provided that, to the extent (i) practicable, Phase Forward shall make such Confidential Information is in the public domain release or becomes publicly filings available or obtainable from independent, nonconfidential sources to Lincoln and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates counsel for their reasonable review prior to any disclosure by the Seller such public release or subsequent to filing, which release or filing shall include such disclosure was independently developed by the Buyer as Phase Forward’s counsel deems necessary or its Affiliates without use of or reliance on the Confidential Information; or (iv) advisable in order to satisfy Phase Forward’s securities Law disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreementobligations.

Access and Information; Confidentiality. From (a) Subject to compliance with applicable Legal Requirements, from and after the date hereof until the earlier of the Closing Date or such later date as may be specified below: (a) The Seller willthe termination of this Agreement in accordance with its terms, upon prior reasonable advance notice from Buyer to Seller, the Buyer and during normal business hours, (i) give Seller shall provide to the Buyer and its authorized representatives reasonable access access, during normal business hours, to the Purchased Assets Real Property, premises, books, records, key personnel, properties, systems, Providers, payors, customers, suppliers, documents, data and Real Property contracts of or pertaining to Seller. Between the date hereof and the Closing Date, Seller will permit Buyer’s transition planning team both remote access and on-site access at Seller’s offices and to Business RecordsSeller’s personnel, offices data and information technology systems during normal business hours for purposes of planning the transition of the Business, and Seller will use commercially reasonable efforts to cooperate with and facilitate such transition planning and related matters as promptly as practicable and in any event in time to ensure a smooth and timely transition of the business in accordance with Buyer’s direction on the Closing Date, consistent with the terms of applicable Legal Requirements. Without limiting the foregoing, from the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall (or shall use its commercially reasonable efforts to cause its vendors to) (i) furnish Buyer and its authorized representatives with such financial, operating and other facilities data and properties relating information as Buyer or any of its authorized representatives may reasonably request (and in a format reasonably requested by Buyer) related to (A) the Business as operated following the date hereof and prior to the BusinessClosing or (B) the Acquired Assets; (ii) permit the use commercially reasonable efforts to provide Buyer to make such inspections thereof and the performance (X) sufficiently in advance of Closing, copies of such soil information (and groundwater tests, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended a format reasonably requested by Buyer's environmental consultant in the future must be ) as is reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed requested by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its authorized representatives access in order for Buyer to information pertaining to the Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation assume operations of the Business and will be subject to the provisions of Section 5.5(b). Prior to on the Closing DateDate for the transition of Enrollees and continuity of care, and (Y) copies of such other information (and in a format reasonably requested by Buyer) as is necessary for the operation, ownership and management of the Acquired Assets or which is otherwise reasonably requested by Buyer, and which Seller is permitted by applicable Legal Requirements to provide or which is required or necessary to be provided to Buyer by to any Governmental Authority, including any such information as may be required to permit Buyer to satisfy its obligations to any Governmental Authority following the Closing, including the DOI, CHFS, and any third party accreditation or review organization. Without limiting the generality of the foregoing, during the period between the date hereof and until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall deliver to Buyer within thirty (30) days after the April Statement end of Operations each month a copy of the unaudited balance sheet, income statement and statement of cash flows for Seller for such month prepared in a manner and containing information consistent with current practices and consistent with the April Balance Sheetrepresentations set forth in Section 2.3. (b) The Buyer agrees toand Evolent, on the one hand, and to cause its employees and agents toSeller, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1other, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third partynot, without the prior written consent of the Sellerother party, disclose any Confidential Information of such other party in any manner whatsoever, in whole or in part. The restrictions on receiving party shall not, without the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence prior written consent of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occursdisclosing party, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all use any Confidential Information (except for any purpose other than evaluating the transactions contemplated hereby or fulfilling its obligations hereunder or otherwise pursuant to any pre-existing contractual arrangement. Each receiving party agrees to transmit the extent related directly Confidential Information only to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential informationits representatives, and agrees not to disclose, and to cause its Affiliatesconsultants, employees and agents not professional advisors who need to disclose, such know the Confidential Information in order to any other Persons except as may be reasonably necessary fulfill such party’s obligations in connection with the transactions contemplated herein hereby. In any event, each party will be responsible for any breach of this Section 5.6(b) by any of its representatives, consultants, employees and professional advisors. (c) In the event that the receiving party or except its representatives are required to disclose any Confidential Information by law, regulation or the rules of any applicable securities exchange, or in a Proceeding, by an applicable securities exchange or on advice of counsel, the receiving party agrees to give the disclosing party prompt notice of such requirement and will cooperate with the disclosing party if the disclosing party desires to seek a protective order. If, absent the entry of a protective order, the receiving party or its representatives are, in the opinion of counsel to such party, legally compelled to disclose such Confidential Information, the receiving party may disclose such information to the persons and to the extent (i) required without liability under this Agreement and such party agrees to cooperate with the disclosing party’s reasonable commercial requests, at the disclosing party’s expense, in its efforts to obtain reliable assurances that confidential treatment will be accorded to such Confidential Information. (d) Notwithstanding anything contained herein to the contrary, effective as of the Closing, all Confidential Information is of Seller included in the public domain Acquired Assets or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed otherwise related to the Business will be deemed to be “Confidential Information” of Buyer and known by will be subject to the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary protections set forth herein for the Seller to enforce any or all benefit of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement.

Access and Information; Confidentiality. (a) From the date hereof until to the Closing Date or Date, provided such later date activities do not unreasonably interfere with the conduct of Waban’s business: Waban shall afford to Phase Forward, its lenders, counsel, accountants and other advisors, access during normal business hours upon reasonable prior notice to offices, Assets, books and records, Contracts, employees, vendors and customers of Waban and its Subsidiaries, and shall furnish all information concerning Waban and its Subsidiaries as may be specified below: (a) The Seller will, upon prior notice from the Buyer reasonably requested and during normal business hours, (i) give the Buyer permit Phase Forward and its authorized representatives such other Persons to conduct any reasonable access investigation related to the Purchased Assets transactions contemplated hereby. No investigation by Phase Forward shall affect its ability to rely on Waban’s representations and Real Property warranties in this Agreement. Between the date hereof and the Effective Time, Waban shall permit Phase Forward’s representatives and senior officers to Business Records, offices meet with the officers and other facilities and properties relating relevant employees of Waban to discuss such matters as Phase Forward may deem reasonably necessary or appropriate for Phase Forward to satisfy its obligations under applicable Law (including the Business; (ii) permit the Buyer to make such inspections thereof and the performance Xxxxxxxx-Xxxxx Act of such soil and groundwater tests2002, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing)amended, and the tests shall be coordinated with Sellerrules and regulations promulgated thereunder). (b) The terms of the Confidentiality Agreement, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as extent not inconsistent with the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may requestterms of this Agreement, are hereby incorporated herein; provided, however, that any such investigation by nothing in this Section 8.2(b) or the Buyer Confidentiality Agreement shall be conducted in such a manner as not deemed to interfere unreasonably with the operation of the Business and will be subject prohibit Phase Forward or Waban from making any disclosure to the provisions of Section 5.5(b). Prior extent which its respective counsel deems necessary or advisable in order to the Closing Date, Seller shall deliver satisfy such party’s disclosure obligations imposed by Law or in order to Buyer the April Statement of Operations and the April Balance Sheet. (b) The Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller fulfill any covenant or obligation pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, Agreement. Waban hereby acknowledges and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as that upon execution of this Agreement Phase Forward may be reasonably necessary in connection required to issue a public release and make certain filings required under the Exchange Act and other applicable securities Laws with respect to this Agreement and the transactions contemplated herein or except Merger, provided that, to the extent (i) practicable, Phase Forward shall make such Confidential Information is in the public domain release or becomes publicly filings available or obtainable from independent, nonconfidential sources to Waban and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates counsel for their reasonable review prior to any disclosure by the Seller such public release or subsequent to filing, which release or filing shall include such disclosure was independently developed by the Buyer as Phase Forward’s counsel deems necessary or its Affiliates without use of or reliance on the Confidential Information; or (iv) advisable in order to satisfy Phase Forward’s securities Law disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreementobligations.

Access and Information; Confidentiality. From the date hereof until the Closing Date or such later date as may be specified below: (a) The Seller will, upon prior notice from the Buyer Company shall (i) afford to Parent and its Representatives such reasonable access during normal business hours, (i) give hours and in a manner as shall not unreasonably interfere with the Buyer and its authorized representatives reasonable access business or operations of the Company or any Company Subsidiary throughout the period from the date of this Agreement to the Purchased Assets Effective Time to the Company’s and Real Property and to Business Recordseach of the Company Subsidiaries’ books, offices and other records, systems, Contracts, facilities and properties relating to the Business; employees and (ii) permit the Buyer give access or make available to make such inspections thereof Parent and the performance of such soil and groundwater testsits Representatives all financial, surveysbusiness, environmental assessments and audits, operational and other inspections, tests data and inquiries as the Buyer may desire information (provided that, and shall provide reasonable consultation with respect thereto) concerning the Company and Company Subsidiaries promptly following a request by Parent (and to environmental tests, Buyer's environmental consultant the extent that the data or information is of the type of data or information that has recommended or been provided to Parent in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect ordinary course of business prior to the Business as date of this Agreement in any event no later than the Buyer may from time timeframe for which such data or information has been provided historically to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may requestParent); provided, however, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or any agreement or obligation of confidentiality owing to a third party, jeopardize protections afforded to the Company or any Company Subsidiary under the attorney-client privilege or attorney work product doctrine (it being agreed that the parties shall use their reasonable best efforts to cause such investigation by information or the Buyer shall greatest portion possible to be conducted provided in such a manner as that does not cause such jeopardization or contravention); provided, further, that the Company shall not be obligated to interfere unreasonably with the operation provide or give access to any minutes of meetings or resolutions of the Business and will be subject Special Committee or the Company Board (or any sub-committees thereof) or any other business records or reports of or communication with any of its advisors relating to the provisions evaluation or negotiation of Section 5.5(b). Prior to this Agreement or the Closing Date, Seller shall deliver to Buyer the April Statement of Operations and the April Balance Sheettransactions contemplated hereby or any alternatives thereto. (b) The Buyer agrees toCompany shall afford to Parent and its Representatives such reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary as provided generally in Section 5.06(a) in order to inspect any files or records maintained by the Company or any Company Subsidiary relating to the Development Tower Sites. (c) Each of the Company and Parent shall hold, and shall cause their Representatives to cause its employees and agents tohold, protect the confidentiality of all proprietary and confidential information received from Seller the other party, directly or indirectly, in confidence in accordance with, and relating to shall otherwise abide by and remain subject to, the Purchased Assets terms and conditions of the Business received from Amended and Restated Confidentiality Agreement dated as of July 3, 2014 between the Seller pursuant to Company and Parent (the “Confidentiality Agreement”) which shall survive any termination of this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as may be reasonably necessary in connection accordance with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources terms therewith and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or subsequent to such disclosure was independently developed by the Buyer or its Affiliates without use of or reliance on the Confidential Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this Agreement. In the event this Agreement is terminated pursuant to Section 8.1, the Buyer shall return to the Seller all written Confidential Information provided to the Buyer by the Seller and all copies thereof and will not use any Confidential Information in any of its manufacturing or sales processes or procedures, or make any use of such Confidential Information in its businesses, or pass any such Confidential Information on to any third party, without the prior written consent of the Seller. The restrictions on the Buyer set forth in the preceding sentence shall terminate on and be of no further force and effect upon the earlier of (x) the occurrence of the Closing and (y) the fifth anniversary of the date hereof. In the event the Closing occurs, then for the period ending five (5) years after the Closing Date, the Seller agrees to, and to cause its employees and agents to, protect the confidentiality of all Confidential Information (except to the extent related directly to the Retained Business) using the same care and procedures used to protect the Seller's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Seller's obligations hereunder or any other party's confidentiality obligations owed to the Buyer and known by the Seller; (ii) such Confidential Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Seller; or (iii) disclosure is necessary for the Seller to enforce any or all of its rights under this Agreement. For the period ending five (5) years after the date hereof, the Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all confidential and proprietary information received from Seller and relating to the Retained Business ("Confidential Retained Business Information") using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, such Confidential Retained Business Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Retained Business Information is in the public domain or becomes publicly available or obtainable from independent, nonconfidential sources and not in breach of the Buyer's obligations hereunder or any other party's confidentiality obligations owed to the Seller and known by the Buyer; (ii) such Confidential Retained Business Information is required to be disclosed by law or by governmental authorities having jurisdiction over the Buyer; (iii) the Buyer can demonstrate by written records that such Confidential Retained Business Information was in the possession of the Buyer or its Affiliates prior to any disclosure by the Seller or its Affiliates without use of or reliance on the Confidential Retained Business Information; or (iv) disclosure is necessary for the Buyer to enforce any or all of its rights under this AgreementClosing.