Common use of Additional Confidentiality Obligations Clause in Contracts

Additional Confidentiality Obligations. (a) Each Eligible Holder shall keep confidential (i) all deferrals by the Company under Section 2(a)(ii)(2) and Section 2(d)(iv) hereof when any such a deferral is in effect, (ii) the certificates referred to in Section 2(a)(ii)(2) and Section 2(d)(iv)(B) above and their respective contents, and (iii) all notices from the Company related to any potential or pending registration, unless and until otherwise notified by the Company, except (A) for disclosure to such Eligible Holder’s employees, officers, directors, agents, legal counsel, accountants, auditors and other professional representatives and advisers who reasonably need to know such information solely for purposes of assisting the Eligible Holder with respect to its investment in Common Stock and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person (except to the extent that such other Person learned of such confidential information as a result of disclosure by the Eligible Holder in violation of this Agreement) that, to the knowledge of such Eligible Holder after inquiry, was not prohibited or restricted from disclosing such information by a contractual, legal or fiduciary obligation and (D) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided that the Eligible Holder gives prompt and timely written notice prior to such disclosure, to the extent permitted by law, and shall reasonably cooperate with the Company should the Company, at the Company’s sole expense, desire to seek a protective order prior to disclosure). (b) Each Eligible Holder acknowledges that certain information provided to Eligible Holders may constitute material non-public information under applicable securities laws (which may include the fact that a potential registration or offering is contemplated). Each Eligible Holder acknowledges that applicable securities laws limit trading in securities while in possession of material non-public information.

Additional Confidentiality Obligations. (a) Each Eligible Holder This Section 6 shall keep confidential (i) all deferrals by the Company under Section 2(a)(ii)(2) and Section 2(d)(iv) hereof when any such a deferral is apply in effect, (ii) the certificates referred to in Section 2(a)(ii)(2) and Section 2(d)(iv)(B) above and their respective contents, and (iii) all notices from the Company related to any potential or pending registration, unless and until otherwise notified by the Company, except (A) for disclosure to such Eligible Holder’s employees, officers, directors, agents, legal counsel, accountants, auditors and other professional representatives and advisers who reasonably need to know such information solely for purposes of assisting the Eligible Holder with respect to its investment in Common Stock and agree to keep it confidential, (B) for disclosures addition to the extent required provisions set out in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to Clause CO-4 in the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person (except to the extent that such other Person learned of such confidential information as a result of disclosure by the Eligible Holder in violation of this Agreement) that, to the knowledge of such Eligible Holder after inquiry, was not prohibited or restricted from disclosing such information by a contractual, legal or fiduciary obligation and (D) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided that the Eligible Holder gives prompt and timely written notice prior to such disclosure, to the extent permitted by law, and shall reasonably cooperate with the Company should the Company, at the Company’s sole expense, desire to seek a protective order prior to disclosure)Call-Off Terms. (b) Each Eligible Holder Customer acknowledges that certain the Platform, the Artefacts, the Supplier Material and information provided and knowhow relating to Eligible Holders may such things (and any Platform source code and the financial terms of this Call-Off Agreement), shall constitute material non-public information under applicable securities laws (which may include the fact that a potential registration or offering is contemplated)Supplier Confidential Information. Each Eligible Holder acknowledges party to whom Confidential Information of the other party has been disclosed (the “Disclosee”) will therefore: (i) take all reasonable steps (including those steps that applicable securities laws limit trading the Disclosee takes to protect its own information it regards as confidential) to keep the Confidential Information confidential; and (ii) not disclose or otherwise provide, except as otherwise provided by law, the Confidential Information of the other party to any third party except to such directors, officers, employees and agents of the Disclosee who need to have access to the Confidential Information of the other party to perform their obligations to the other party under this Call- Off Agreement. (c) This Section will not apply to Confidential Information that: (i) is in securities while the public domain other than because of a breach of the obligations in possession this Call-Off Agreement to maintain the confidentiality of material nonsuch Confidential Information; (ii) is established by Disclosee’s documents as known by the Disclosee prior to its disclosure to the Disclosee or is independently developed by the Disclosee without breach of the obligations in this Call-public informationOff Agreement; or (iii) has been received by the Disclosee from a third party not subject to obligations similar to the obligations in this Call-Off Agreement. (d) In the event that either party or persons referred to in Section 5(a)(ii) to whom the Confidential Information is provided as permitted by this Call-Off Agreement receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, it will provide the other party with prompt notice so that the other party may at its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with this Call-Off Agreement. If such protective order or other remedy is not obtained or that other party waives compliance with this Call-Off Agreement, the compelled person will furnish only that portion of the Confidential Information he or she is legally required to disclose.

Additional Confidentiality Obligations. (a) Each Eligible Holder This Section 6 shall keep confidential (i) all deferrals by the Company under Section 2(a)(ii)(2) and Section 2(d)(iv) hereof when any such a deferral is apply in effect, (ii) the certificates referred to in Section 2(a)(ii)(2) and Section 2(d)(iv)(B) above and their respective contents, and (iii) all notices from the Company related to any potential or pending registration, unless and until otherwise notified by the Company, except (A) for disclosure to such Eligible Holder’s employees, officers, directors, agents, legal counsel, accountants, auditors and other professional representatives and advisers who reasonably need to know such information solely for purposes of assisting the Eligible Holder with respect to its investment in Common Stock and agree to keep it confidential, (B) for disclosures addition to the extent required provisions set out in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to Clause CO-4 in the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person (except to the extent that such other Person learned of such confidential information as a result of disclosure by the Eligible Holder in violation of this Agreement) that, to the knowledge of such Eligible Holder after inquiry, was not prohibited or restricted from disclosing such information by a contractual, legal or fiduciary obligation and (D) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided that the Eligible Holder gives prompt and timely written notice prior to such disclosure, to the extent permitted by law, and shall reasonably cooperate with the Company should the Company, at the Company’s sole expense, desire to seek a protective order prior to disclosure)Call-Off Terms. (b) Each Eligible Holder Customer acknowledges that certain the Platform, the Supplier Material and information provided and knowhow relating to Eligible Holders may such things (and any Platform source code and the financial terms of this CallOff Agreement), shall constitute material non-public information under applicable securities laws (which may include the fact that a potential registration or offering is contemplated)Supplier Confidential Information. Each Eligible Holder party to whom Confidential Information of the other party has been disclosed (the “Disclosee”) will therefore: (i) will take all reasonable steps (including those steps that the Disclosee takes to protect its own information it regards as confidential) to keep the Confidential Information confidential; and (ii) will not disclose or otherwise provide, except as otherwise provided by law, the Confidential Information of the other party to any third party except to such directors, officers, employees and agents of the Disclosee who need to have access to the Confidential Information of the other party to perform their obligations to the other party under this Call- Off Agreement. (c) This Section will not apply to Confidential Information that: (i) is in the public domain other than because of a breach of the obligations in this Call-Off Agreement to maintain the confidentiality of such Confidential Information; (ii) is established by Disclosee’s documents as known by the Disclosee prior to its disclosure to the Disclosee or is independently developed by the Disclosee without breach of the obligations in this Call-Off Agreement; or (iii) has been received by the Disclosee from a third party not subject to obligations similar to the obligations in this Call-Off Agreement. (d) In the event that either party or persons referred to in Section 6(a)(ii) to whom the Confidential Information is provided as permitted by this Call-Off Agreement receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, it will provide the other party with prompt notice so that the other party may at its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with this CallOff Agreement. If such protective order or other remedy is not obtained or that other party waives compliance with this Call-Off Agreement, the compelled person will furnish only that portion of the Confidential Information he or she is legally required to disclose. (e) Each of the parties acknowledges that applicable securities laws limit trading its failure to comply with this Section 6 may cause irreparable harm to the other party which cannot be adequately compensated for in securities while damages, and accordingly acknowledges that the other party will be entitled, besides any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of Section 6 of this Call-Off Agreement. (f) Pursuant to Clause CO-4.1 (Confidentiality) of the Call-Off Terms, Customer agrees that the Supplier may disclose Customer’s Confidential Information to: (i) Affiliates of the Supplier (an “Affiliate” meaning in possession relation to the Supplier, any Subsidiary or Holding Company of material nonthe Supplier and each and any Subsidiary of the Holding Company of the Supplier ); and (ii) the Supplier’s third party contractors used in the performance of the Services, in performing its obligations under this Call-public informationOff Agreement. (g) Customer agrees that for the purpose of Clause CO-6 (Freedom of Information) of the Call-Off Terms, the Supplier's Commercially Sensitive Information includes: (i) the component elements of the Charges set out in Section 6 (payment) of the Order Form; (ii) save in relation to the Supplier’s tender materials that the Supplier has agreed to be displayed as part of the Catalogue, the Supplier's other tender materials and any additional proposal materials provided as part of the discussion of the Services; (iii) any user guides and/or other technical documentation (including system architecture and information security documentation) relating to the Services