Common use of Confidential Information Clause in Contracts

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During All Confidential Information of or relating to the course disclosing party shall be held in confidence by the receiving party to the same extent and in at least the same manner as the receiving party protects its own confidential or proprietary information, using no less than commercially reasonable standards or higher or more stringent standards required by law, including those laws governing Sensitive Information, and those standard specified in this Agreement. The receiving party shall not disclose, publish, release, transfer or otherwise make available any Confidential Information of the disclosing party in any form to, or for the use or benefit of, any person or entity without the disclosing party’s consent. Subject to the other provisions of this Agreement, each Party (receiving party shall be permitted to disclose relevant aspects of the “Disclosing Party”) may disclose disclosing party’s Confidential Information to the other Party (receiving party’s officers, agents, subcontractors and personnel and to the “Receiving Party”) certain confidential and/or proprietary information officers, agents, subcontractors and personnel of the Disclosing Party (“receiving party’s corporate affiliates or subsidiaries to the extent that such disclosure is reasonably necessary for the performance of the receiving party’s duties and obligations under this Agreement; provided, however, that the receiving party shall take all reasonable measures to ensure that Confidential Information”). The Receiving Party agrees to protect Information of the disclosing party is not disclosed or duplicated in violation of the provisions of this Agreement by such officers, agents, subcontractors and personnel and that the receiving party shall be responsible for any unauthorized disclosure of the Confidential Information in by the same manner receiving party’s officers, agents, subcontractors or personnel; and further provided, that it protects if the confidentiality of its own confidential and/or proprietary information of like kinddisclosure is by the Agency to another contractor or sub-contractor, but in no event using less than such disclosure is subject to a reasonable standard of caresuitable non-disclosure agreement imposing equally or more stringent requirements for data privacy and security. Except with for Sensitive Information (which shall be protected in all circumstances), and except to the Disclosing Party’s prior written consentextent provided otherwise by any applicable law, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope obligations of this Agreement; or subsection (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any apply with respect to information that (i) that: is developed by the other party without violating the disclosing party’s proprietary rights; is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partypublicly known; (ii) was rightfully known to the Receiving Party prior to its disclosure is disclosed by the Disclosing Party; (iii) was lawfully received from owner of such information to a third party without breach free of any obligation owed of confidentiality; is already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality contract entered into before the Disclosing PartyEffective Date of the Agreement between the Agency and the Licensor; or (iv) was independently developed is rightfully received by the Receiving Party without use receiving party free of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice any obligation of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconfidentiality.

Confidential Information. During the course of this Agreement, each Party “Confidential Information” is all confidential information disclosed by a party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain ), whether orally or in writing, that is designated as confidential and/or proprietary information or that reasonably should be understood to be confidential given the nature of the Disclosing Party (“Confidential Information”)information and the circumstances of disclosure. The Receiving Party agrees to protect the Your Confidential Information in will include Your Data. Intermedia’s Confidential Information will include the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentServices (and any portion thereof), the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope terms and conditions of this Agreement; or (b) disclose or make the Confidential Information available to Agreement and any party, except on a “need to know” basis to the Receiving Party’s employees, contractorsSchedules, and agents that have signed an agreement containing non-disclosure all related Service order forms, as well as Intermedia’s business and non-use provisions substantially similar to those set forth hereinmarketing plans, technology and technical information, product plans and designs, and business processes disclosed by Intermedia. Confidential Information shall will not include any information that (i) is or becomes generally known to the publicpublic without breach of any obligation owed to the Disclosing Party, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; , (iii) was lawfully is received from a third party without breach of any obligation owed to the Disclosing Party; , or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential InformationParty. If the The Receiving Party is may disclose Confidential Information to the extent required by applicable law or regulation to disclose or otherwise report Confidential Informationcomply with binding orders of governmental entities that have jurisdiction over it; provided however that, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes permitted by law to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partydo so, the Receiving Party shall return to gives the Disclosing Party all reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information in as is required by the Receiving Party’s possession or controlgovernmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all copies thereofintellectual property rights and title, orin and to, at all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the Disclosing Party’s optionideas, certify its permanentconcepts, secure destruction techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in writingconnection with the Services provided by Intermedia hereunder.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the ” shall mean (i) Highly Confidential Information (as defined below), (ii) any other technology, software development tools, methodologies, processes, algorithms, test data sets and test data cases and related documentation that CI Plus LLP provides to Licensee hereunder in the same manner that it protects the confidentiality order to facilitate Licensee’s exercise of its own confidential and/or proprietary rights and performance of its obligations hereunder, and (iii) any other information of like kindCI Plus LLP and information of Licensee, but each of which is clearly marked as “Confidential” or a similar expression when disclosed in no event using less than a reasonable standard of carewritten or electronic form, or indicated as “Confidential” when disclosed orally and confirmed in writing within thirty (30) calendar days after such disclosure. Except with the Disclosing Party’s prior written consent, the Receiving Party “Confidential Information” shall not include information which: (a) disclose was in the possession of, or use any Confidential Information for any purpose outside was known by, the scope of this Agreementreceiving party ("Recipient") prior to its receipt from the disclosing party (“Discloser), without an obligation owed to Discloser, or its licensors, to maintain its confidentiality; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result public without violation of an act or omission of this Agreement by the Receiving Party“Recipient”; (iic) was rightfully known to the Receiving Party prior to its disclosure is obtained by the Disclosing Party; (iii) was lawfully received Recipient from a third party party, without breach of any an obligation owed to the Disclosing Partysuch third party to keep such information confidential; or (ivd) was is independently developed by the Receiving Party Recipient without use of any Confidential Information of the other party. Recipient agrees that it shall use reasonable care to keep the Confidential Information of the other party strictly confidential and not disclose it to any other person except to its Affiliates and its and their respective employees, contractors, consultants, agents, customers and representatives (other than Members) who have a “need to know” for the purposes of this Agreement and are obligated by Licensee to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H, provided however that Recipient may disclose Highly Confidential Information only in accordance with Section 2 of this Exhibit H. Recipient shall be responsible for any breach of such confidentiality obligation by such parties, including former employees, Affiliates, contractors, consultants, agents, customers (other than Members) and representatives. Recipient shall protect the Confidential Information of the other party with the same degree of care as it normally uses in the protection of its own similar confidential and proprietary information, but in no case with any less than reasonable care. Notwithstanding anything in this Exhibit H to the contrary, Confidential Information may be disclosed by Recipient pursuant to the order or reliance on Confidential Information. If the Receiving Party is required by applicable law requirements of a court or regulation governmental administrative agency or other governmental body of competent jurisdiction, provided that (x) Discloser has been notified of such a disclosure request immediately after Recipient knows such order or requirements in order to disclose afford Discloser reasonable opportunity to obtain a protective order or otherwise report Confidential Information, it shall provide prompt notice prevent or limit the scope of such required disclosure (to the extent legally permittedpermitted by law and (y) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosureRecipient cooperates in good faith with such efforts by Discloser. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its The obligations under this SectionExhibit H shall terminate three years after the date of the last shipment of product using the Licensed Technology by Licensee or any other licensee of the Licensed Technology; provided that Sections 2.0(b), 2.0(c), and any such breach may result 3.0 in irreparable harm this Exhibit H shall cease to apply when the Recipient has returned all tangible embodiments of Licensed Technology in its possession to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingDiscloser.

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitutes the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careXxxxxx without any marking or future designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Information. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information nondisclosure obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to itCustomer all Customer Materials then in its possession. Upon written request from by Customer within thirty (30) days after any expiration or termination of the Disclosing Partyapplicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Receiving Party shall return Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to the Disclosing Party maintain or provide any Customer Materials and, unless legally prohibited, may delete all Confidential Information in the Receiving Party’s possession Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingmaintain Customer Materials.

Confidential Information. During Each Party shall use at least the course same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided, that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information” includes all confidential or proprietary information and documentation of the other Party, including the terms of this Agreement, and all of the other Party’s software, data, financial information all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or Affiliates, in each case, to the extent provided or made available under, or in furtherance of, this Agreement. Each Party (shall use the “Disclosing Party”) may disclose to Confidential Information of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information only in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except connection with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope purposes of this Agreement; or (b) disclose or Agreement and shall make the such Confidential Information available only to any partyits employees, except on subcontractors, or agents having a “need to know” basis with respect to the Receiving Party’s such purpose. Each Party shall advise its respective employees, contractorssubcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party of Confidential Information of the other Party pursuant to applicable law, or by order or request of any court or government agency; provided, that have signed an agreement containing prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-disclosure and non-use provisions substantially similar to those set forth hereinappealable ruling of a court of proper jurisdiction. Confidential Information shall of a Party will not include any information that be afforded the protection of this Article VIII if such Confidential Information was (i) is or becomes generally known to developed by the publicother Party independently as shown by its written business records regularly kept, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure obtained by the Disclosing Party; other Party without restriction from a third party, (iii) was lawfully received from a third party without breach publicly available other than through the fault or negligence of any obligation owed to the Disclosing Party; other Party or (iv) was independently developed released by the Receiving Party without use of that owns or reliance on Confidential Information. If has the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (rights to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwithout restriction to anyone.

Confidential Information. During the course Confidential Information" means any and all information which is of this Agreementa confidential, each Party (the “Disclosing Party”) may disclose proprietary or trade secret nature that is furnished or disclosed by one party to the other Party (party under this Agreement and which is marked, or if disclosed orally identified contemporaneously with disclosure, as "Confidential", "Proprietary", "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. Without limiting the “Receiving Party”) certain confidential and/or proprietary information generality of the Disclosing Party (“Confidential Information”). The Receiving Party agrees foregoing, the specific business terms of this Agreement shall be deemed to protect be the Confidential Information of both parties and all Source Materials for HyperSpace Products shall be deemed to be the Confidential Information of HyperSpace. Each party's Confidential Information will remain the property of such party and the other party will not be deemed by virtue of this Agreement or any access to such party's Confidential Information to have acquired any right or interest in the same manner that it protects or to any such Confidential Information. Each party shall, and shall cause its employees and agents to strictly maintain the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available of the other party and not disclose, disseminate or otherwise give such Confidential Information to any other person, firm, organization or third party, except on for an employee or agent of such party who has a “reasonable need to know” basis obtain access thereto in connection with the performance of such party's obligations under this Agreement and who has agreed in writing to not disclose, and not to use for any other purpose, such Confidential Information. Notwithstanding the foregoing, neither party shall be subject to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those obligations of confidentiality set forth herein. herein with respect to Confidential Information shall not include any information that of the other party that: (i) is or becomes generally publicly known to the public, other than as a result without violation by such party of an act or omission of the Receiving Partythis Agreement; (ii) was rightfully is already known to such party without restrictions at the Receiving Party prior to time of its disclosure by the Disclosing Partyother party, as evidenced by the written records of such party; (iii) was lawfully received from after its disclosure by the other party is made known to such party without restrictions by a third party having the right to do so; (iv) is independently developed by such party without breach of any obligation owed reference to the Disclosing PartyConfidential Information of the other party; or (ivv) was independently developed is legally required to be disclosed by such party pursuant to a judicial order from a court of competent jurisdiction (provided that such party promptly informs the Receiving Party without use other party of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to requirement and affords the extent legally permitted) and other party a reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes opportunity to contest the required disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing).

Confidential Information. During Each party (“Receiving Party”) acknowledges that, in the course of the performance of this Agreement, each Party it may learn certain confidential and proprietary information about the other party’s (the “Disclosing Party”) may disclose business and operations that has been identified as “confidential” or proprietary or that the receiving Party knows or has reason to the other Party (the “Receiving Party”) certain confidential and/or proprietary know to be confidential, including, without limitation, patient data, information of the Disclosing Party or personal health information (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of will keep all such information strictly confidential, and that it will not use it for any other purpose other than to exercise its own confidential and/or proprietary rights and responsibilities under this Agreement, that it will not resell, transfer, or otherwise disclose such information of like kind, but in no event using less than a reasonable standard of care. Except with to any third party without the Disclosing Party’s specific, prior written consent, the . Receiving Party agrees that Disclosing Party is and shall not remain the exclusive owner of Confidential Information disclosed hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party all drawings, documents and other tangible manifestations of Confidential Information received by Receiving Party pursuant to this Agreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from the Parties’ confidentiality obligation is all information that: (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s legitimate possession prior to receipt of such information from Disclosing Party; (b) that can be proven to have been independently developed by personnel of Receiving Party; (c) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (d) is in the public domain through means other than by breach of this Agreement by Receiving Party; or control(e) is disclosed pursuant to any judicial or government request, and all copies thereofrequirement or order, or, at provided that the Receiving Party takes reasonable steps to provide the Disclosing Party’s optionParty the ability to contest such request, certify its permanentrequirement or order. The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, secure destruction including injunctive relief, are appropriate in writingthe event of a breach hereof without the duty of posting bond.

Confidential Information. During Any party receiving Confidential Information shall maintain the course confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, each Party (use all commercially reasonable efforts to prevent the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information disclosure of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the any Confidential Information in the same manner to any other Person, and use commercially reasonable efforts to ensure that it protects the confidentiality of its own confidential and/or proprietary information of like kindsuch Confidential Information is used only for those purposes specifically authorized herein; PROVIDED, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentHOWEVER, the Receiving Party that such restriction shall not apply to any Confidential Information that is (a) disclose or use any Confidential Information for any purpose independently developed by the receiving party outside the scope of this Agreement or the Development Agreement (PROVIDED, HOWEVER, that such restriction shall apply to any technology licensed by DURA, DDSI or Xxxxxx Corp. to Xxxxxx Corp. II under this Agreement; or ), (b) disclose in the public domain at the time of its receipt or make thereafter becomes part of the Confidential Information available to any public domain through no fault of the receiving party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed (c) received without an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result obligation of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of this Section 4.3 by the express written consent of the disclosing party, (e) disclosed to any permitted assignee, permitted sublicensee or permitted subcontractor of DURA, DDSI, Xxxxxx Corp. or Xxxxxx Corp. II under the Agreements (if such assignee, sublicensee or subcontractor is subject to the provisions of this Section 4.3 or substantially similar provisions) or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any obligation owed such disclosure). The obligations set forth in this Section 4.3 shall survive for a period of ten (10) years from the expiration or termination (other than by exercise) of the Purchase Option. Without limiting the generality of the foregoing, DURA, DDSI, Xxxxxx Corp. and Xxxxxx Corp. II each shall use commercially reasonable efforts to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's costobtain, if the Disclosing Party wishes not already in place, confidentiality agreements from their respective employees and agents, similar in scope to contest the disclosure. Due this Section 4.3, to the unique nature of protect the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of In performing their obligations pursuant to this Agreement, each Party (the “Disclosing Party”) party may disclose have access to and receive disclosure of certain confidential information about the other Party (party or parties, including, without limitation, the “Receiving Party”) certain names and addresses of a party’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and/or proprietary information and the property of the Disclosing Party party disclosing the information (“Confidential Information”). The Receiving Party agrees to protect parties agree that the term Confidential Information in shall include this Agreement, the Program Guidelines, and the Program Materials, as the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available may be amended and modified from time to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereintime. Confidential Information shall not include any information that (i) in the public domain or which is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationother party. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) Lender and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties Cash America agree that there can Confidential Information shall be no adequate remedy at law for used by each party solely in the Receiving Party’s breach performance of its obligations under this SectionAgreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, and except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any such breach may result in irreparable harm Regulatory Authority. Notwithstanding anything herein to the Disclosing Partycontrary, except as provided in Section 19 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Therefore, Upon request or upon any such breach expiration or threat thereoftermination of this Agreement, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party each party shall return to the Disclosing Party other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the Receiving Partyformer’s possession which is in any written or other recorded form, including data stored in any computer medium; provided, however, that a party may retain the Confidential Information of the other party (but subject to the requirements of this Section 20) to the extent that such party needs access to such information to continue to perform any of its obligations hereunder or to broker or service Loans or otherwise perform obligations owed by such party to another party. Notwithstanding the foregoing, to the extent there are any inconsistencies between this Section 20 and Section 14 above, the provisions of Section 14 above shall control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During SPX and Flowco shall, and each shall cause its Affiliates, officers, directors, employees, agents, representatives and advisors to, (a) hold in trust and maintain confidential all Confidential Information relating to the course other party and (b) limit the use and disclosure of the Confidential Information solely to the purposes of such party’s obligations, benefits or rights under this Agreement; provided, however, that a party may disclose such Confidential Information that such party reasonably believes it is required to disclose by applicable Law, provided that (unless prohibited by applicable Law) it first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent or minimize such disclosure. For the purposes of this Agreement, each Party “Confidential Information” shall mean all information regarding SPX or Flowco, as applicable, of a confidential or proprietary nature, whether oral, visual, in writing or in any other tangible form, and includes, without limitation, economic, scientific, technical, product and business data, business plans, and the like, except to the extent that such information can be shown to have been (i) in the “Disclosing Party”public domain through no action of the applicable receiving party or its Affiliates or any of their respective representatives or advisors, (ii) may disclose lawfully acquired from other sources by such receiving party or its Affiliates or any of their respective representatives or advisors to which it was furnished or (iii) independently developed by such receiving party or its Affiliates without use or reference to Confidential Information of the disclosing party’s or its Affiliates; provided, however, in the case of clause (ii) that, to the receiving party’s knowledge, such sources did not provide such information in breach of any confidentiality or fiduciary obligations. Without prejudice to the rights and remedies of either party to this Agreement, a party disclosing any Confidential Information to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information party in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except accordance with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope provisions of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Agreement shall be entitled to seek injunctive and other appropriate equitable relief in addition by way of an injunction if the other party hereto breaches or threatens to breach any other remedies available to itprovision of this Section 4.2. Upon written the earlier of a request from by a disclosing party or the Disclosing Partytermination of this Agreement in accordance with Section 6, the Receiving Party each party shall promptly return to the Disclosing Party or destroy all Confidential Information of the other party and copies thereof. Upon request by the disclosing party, an authorized representative of the other party shall confirm in writing compliance with its obligation set forth in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingimmediately preceding sentence.

Confidential Information. During the course of this Agreement, each Party All Confidential Information (as defined in Section 7.2) disclosed by one party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information shall be owned by and remain, as between the Disclosing Party and the Receiving Party, the sole property of the Disclosing Party (“Confidential Information”)Party. The Each Receiving Party agrees to protect shall not reveal or otherwise use the Disclosing Party’s Confidential Information or the terms of this Agreement, except: (a) the Receiving Party may use the foregoing to the extent necessary to perform its obligations under this Agreement or to the extent permitted by the other provisions of this Agreement; (b) the Receiving Party may disclose the foregoing to the extent reasonably believed to be necessary to comply with applicable law or the valid order of a court of competent jurisdiction or in connection with any arbitration proceeding, or to enforce its rights against the same manner other via any such court or arbitration proceeding; provided that it protects in any such event the confidentiality Receiving Party shall so notify the Disclosing Party as promptly as practicable (and, if possible, prior to making any such disclosure) and the Receiving Party, at the Disclosing Party’s request and cost, shall seek confidential treatment of its own confidential and/or proprietary such information of like kind, but in no event using less than a reasonable standard of care. Except and cooperate with the Disclosing Party’s prior written consent, efforts (if any) to do the same; and (c) the Receiving Party shall not (a) may disclose or use any Confidential Information for any purpose outside the scope foregoing to its affiliates and to its and their directors, officers, employees, legal and financial advisors and auditors, provided that such affiliates, directors, officers, employees, legal and financial advisors and auditors agree to be bound by the provisions of this Agreement; Section 7.1 (or (b) disclose or make the Confidential Information available to any party, except are bound by confidentiality obligations on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar terms or, in the case of attorneys or accountants, have a similar professional ethical duty) with respect to those set forth herein. Confidential Information shall not include any such information and that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure will remain liable for any breach by the Disclosing Party; (iii) was lawfully received from a any such third party without of these provisions and for any damages caused thereby. Both parties understand and agree that money damages shall not be a sufficient remedy for any breach of any obligation owed to the Disclosing Party; or (iv) was independently developed this Section 8.1 by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief as a remedy for any such breach. The obligations in this Section 7.1, are in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controlto, and all copies thereofsupplement, or, at each party’s obligations of confidentiality under any nondisclosure or other agreement between the Disclosing Party’s option, certify its permanent, secure destruction in writingparties containing nondisclosure obligations.

Confidential Information. During the course of this AgreementEach party recognizes and acknowledges that it shall maintain all data, each Party information, disclosures, documents, drawings, specifications, patterns, calculations, technical information and other documents (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”)) obtained from the other party in strict confidence. The Receiving Party agrees However, nothing hereinabove contained shall deprive the party receiving the Confidential Information of the right to protect use or disclose any information: (a) which is, at the time of disclosure, known to the trade or public; (b) which becomes at a later date known to the trade or the public through no fault of the party receiving the Confidential Information and then only after said later date; (c) which is possessed by the party receiving the Confidential Information, as evidenced by such party’s written records, before receipt thereof from the party disclosing the Confidential Information; (d) which is disclosed to the party receiving the Confidential Information in good faith by a third party who has an independent right to such information; (e) which is developed by the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make party receiving the Confidential Information available to any partyas evidenced by documentation, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information; or, (f) which is required to be disclosed by the Parties agree party receiving the Confidential Information pursuant to an order of a court of competent jurisdiction or other governmental agency having the power to order such disclosure, provided that there can be no adequate remedy at law for the Receiving Party’s breach party receiving the Confidential Information uses its best efforts to provide timely notice to the party disclosing the Confidential Information of its obligations under this Sectionsuch order to permit such party an opportunity to contest such order. In the event that Seller owns copyrights to, patents to or has filed patent applications on, any technology related to the Equipment, Parts, Services or Rental furnished by Seller hereunder, and if Seller makes any improvements on such breach may result in irreparable harm to the Disclosing Party. Thereforetechnology, upon any then Seller shall own all such breach or threat thereofimprovements, the Disclosing Party shall be entitled to seek injunctive including drawings, specifications, patterns, calculations, technical information and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdocuments.

Confidential Information. During the course of this Agreement, each Party All technology and know-how disclosed by one party (the “Disclosing Party”) may disclose to the other Party another party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information licenses granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party without obligations of this Agreementconfidentiality at the time of its receipt and, not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s‌ business records; or (b) disclose or make is in the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non-confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest and, in the disclosure. Due to case of MPP as the unique nature of Receiving Party, other than in connection with the Confidential InformationMPP License Agreement, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Notwithstanding the foregoing, none of its obligations the technology and know-how disclosed by Gilead through MPP under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Agreement shall be entitled considered MPP’s Confidential Information. Instead, all technology and know-how disclosed by Gilead through MPP hereunder shall be deemed to seek injunctive be Gilead’s Confidential Information rather than MPP’s Confidential Information. Where any technology and other appropriate equitable relief know-how was originally disclosed by Licensee to MPP and, in addition turn, disclosed by MPP to Gilead, such technology and know-how shall be deemed to be Licensee’s Confidential Information. Within thirty (30) days after any other remedies available to it. Upon written request from the Disclosing Partyexpiration or termination of this Agreement, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or controlsurviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or Quad Product, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and all copies thereof, or, at non-disclosure set forth in the Disclosing Party’s option, certify its permanent, secure destruction in writingJapan Tobacco Agreement.

Confidential Information. During The Parties acknowledge and agree that during the course term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence during the “Disclosing term of this Agreement. "Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary or marked as such by the disclosing Party relating to the current or anticipated business or affairs of the disclosing Party which is disclosed directly or indirectly to the recipient Party”. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Agreement. Confidential Information does not include any information (i) which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to the recipient Party by a third party as a matter of right and without restriction on disclosure. In addition, the recipient Party may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as the recipient Party provides prompt notice to the other disclosing Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing such requirement prior to disclosure. The recipient Party (“agrees not to copy, alter or directly or indirectly disclose any Confidential Information”). The Receiving Additionally, the recipient Party agrees to protect the limit its internal distribution of Confidential Information in to the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindrecipient Party's employees, but in no event using less than agents or subcontractors who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis , and to take steps to ensure that the Receiving dissemination is so limited, including the execution by the recipient Party’s 's employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use or subcontractors of nondisclosure agreements with provisions substantially similar to those set forth herein. Confidential Information shall In no event will the recipient Party use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not include any information that (i) is or becomes generally known less than reasonable care to prevent the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without unauthorized use of or reliance on Confidential Information. If The recipient Party further agrees not to use the Receiving Confidential Information except in the course of performing hereunder, and agrees not to use such Confidential Information for its own benefit or for the benefit of any third party. The recipient Party agrees not to design or manufacture any products which incorporate Confidential Information of the disclosing Party. All Confidential Information is required by applicable law and shall remain the property of the disclosing Party. Upon the disclosing Party's written request or regulation the termination of this Agreement, the recipient Party shall return, transfer or assign to disclose or otherwise report the disclosing Party all Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistanceincluding all Work Product, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controlas defined herein, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Except for those disclosures and/or uses expressly permitted under this Agreement and the course accompanying exhibits hereto (including, without limitation, Manager’s right to use the Technology Systems at Other Manager Properties as described herein), Owner and Manager agree that any confidential, non-public or proprietary information in any form or media (including oral, written, computerized or electronic) received, shared or made available by the other Party during the performance of this Agreement, each regarding Manager, on the one hand, and Owner, on the other hand, whether or not marked or identified as confidential, or similar information provided to a Party by a third party with an obligation of confidentiality (the “Disclosing PartyConfidential Information”) may disclose to ), will be treated by the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall full confidence and will not be (a) disclose or use any Confidential Information used for any purpose outside the scope of this Agreement; other than to perform hereunder or (b) disclose disclosed, provided or make the Confidential Information made available to any partyother Persons, except other than (x) a Party’s employees and attorneys (and, subject to reasonable confidentiality agreements to be provided upon request, contractors), on a “need to know” basis for a Party to the Receiving Partyperform hereunder or (y) to Owner’s employees, contractors, lenders and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinother financing sources. “Confidential Information shall Information” will not include any information that (i) is or independently developed by a Party without reliance on Confidential Information; (ii) is acquired by a Party from another legitimate source; (iii) is disclosed by a disclosing Party to another person without a further obligation of confidentiality; (iv) becomes generally known to the public, other than as a result of an act industry or omission public through no fault of the Receiving disclosing Party; (iiv) was rightfully known is required to the Receiving Party prior be disclosed to its disclosure by the Disclosing enforce a Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party’s rights under this Agreement; or (ivvi) was independently developed by the is required to be disclosed pursuant to any Legal Requirement, provided that any Receiving Party without use of subject to such Legal Requirement (including interrogatories, document requests, subpoenas, civil investigative demands or reliance on Confidential Information. If similar processes) shall promptly notify the Receiving other Party is required and cooperate with any attempt by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to ita protective order. Upon written request from This provision shall survive the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement for a period of two (2) years.

Confidential Information. During the course of this AgreementExcept as otherwise identified by Member, each Party (the “Disclosing Party”) may disclose any information Member sub- mits or discloses to the other Party (Alliance, including any committee or working group there- of, shall be treated as non-confidential and shall be available to all Members with- out restriction. Any information pertaining to the “Receiving Party”) certain confidential and/or proprietary information business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees Alliance which Member submits or discloses to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindAlliance, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentincluding any committee or working group thereof, the Receiving Party shall not and which is: (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; marked by Member as “Confidential” information, or (b) disclose or make if orally disclosed, identified as Confidential prior to disclosure and reduced to writing and marked as Confidential within three (3) business days from the date of disclosure, shall be treated as Confidential Information available information with respect to any partythird par- ties, except on for any portion thereof that constitutes information: (c) rightfully in the public domain other than by a “need to know” basis breach of a duty to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partydisclosing party; (iid) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully rightful- ly received from a third party without breach of any obligation owed of confidentiality; (e) right- fully known to the Disclosing Partyreceiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (f) independently developed by employees of the receiving party; or (ivg) was independently developed generally made available to third parties by the Receiving Party dis- closing party without restriction or disclosure. Such Member Confidential infor- mation shall be maintained by each Member in confidence with at least the same degree of care that it uses to protect its own proprietary information and in no event with less than reasonable care, and each Member that receives such Member Confidential information shall only use such Confidential information for the Alli- ance purpose for which it was submitted. In the event a Member breaches the obli- gation of or reliance on confidentiality with respect to Confidential Informationinformation of Member, the sole and exclusive remedy of Member shall be to seek recourse against the breach- ing Member and the Alliance shall have no liability with respect to such breach. If the Receiving Party is required by applicable law or regulation Third parties seeking access to disclose or otherwise report Member’s Confidential Information, it shall provide prompt notice of such required disclosure (information that has been provided to the extent legally permittedAlliance must reach an agreement with Member as a condition for being provided the Member’s Confidential information. Member Confidential in- formation will not be included in an Alliance Adopted Specification unless Mem- ber waives its confidentiality. The rights and obligations set forth in this Section 6 shall expire three (3) and reasonable assistance, at years after the Disclosing Party's cost, if date the Disclosing Party wishes to contest Member discloses or submits the disclosure. Due Member Confidential information to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach Alliance or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingMember.

Confidential Information. During The Administrator and the course Trust (in such capacity, the “Receiving Party”) acknowledge and agree to maintain the confidentiality of this AgreementConfidential Information (as hereinafter defined) provided by the Administrator and the Trust (in such capacity, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)in connection with this Agreement. The Receiving Party agrees shall not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or with respect to the Administrator as a Receiving Party, to those employees, agents, technology service providers, contractors, subcontractors, licensors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (b) shall not use the Disclosing Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder; provided, however, that nothing herein shall limit the Administrator’s ability to collect and use Aggregated Data for the purpose of monitoring the performance, operation or security of the Administrator’s systems or monitoring, enhancing and creating new services. For the avoidance of doubt, such Aggregated Data will not reveal or be capable of revealing the identity of a Fund or any investor in a Fund to any third party, other than to the Administrator’s permitted third party contractors who are involved in the compilation of the Aggregated Data. As used herein, “reasonable steps” means steps that a party takes to protect the Confidential Information in the same manner that it protects the confidentiality of its own own, similarly confidential and/or or proprietary information of like kinda similar nature, but which steps shall in no event using be less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Each party (a "Receiving Party") agrees that all, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “"Disclosing Party”") may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“"Confidential Information”"). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any MaestroQA Technology, performance information relating to any Services, and the terms and conditions of this Agreement will be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careMaestroQA without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall not will (a) hold in confidence and not disclose or any Confidential Information to third parties other than as set forth in this Agreement and (b) not use any Confidential Information for any purpose outside other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, Contractors and other representatives having a legitimate need to know (including, for MaestroQA, the scope third party service providers referenced in Section 3.1 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Article 13 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this AgreementArticle 13. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iic) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (ivd) was is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided, to the extent not prohibited by applicable law, the Receiving Party notifies the Disclosing Party in advance and cooperates, to the extent commercially reasonable, in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall will be entitled to seek injunctive and other appropriate equitable relief without the requirement of posting a bond in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information Each of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect parties recognizes that the Confidential Information in the same manner of each other party constitutes highly valuable and proprietary confidential information. Each party agrees that it protects will keep confidential, and will cause its employees, consultants, designees and affiliates to keep confidential, all Confidential Information of the other parties during the term of this Agreement and for a period of ten (10) years thereafter. Each party shall use Confidential Information of the other parties only to conduct its business. Each party will disclose Confidential Information of another party only to its employees, consultants, designees and affiliates on a “need-to-know” basis. Such disclosures shall only be made to the extent any such persons receiving the other party’s Confidential Information are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as permitted by this Agreement. Without limiting the foregoing, each party may disclose information to the extent such disclosure is reasonably necessary to comply with applicable laws, regulations or court orders. Each party shall take such action to preserve the confidentiality of the other parties’ Confidential Information as it would customarily take to preserve the confidentiality of its own confidential and/or proprietary information of like kindConfidential Information, but using, in no event using all such circumstances, not less than a reasonable standard of care. Except with Each party, upon the Disclosing Partyrequest of the other party but subject to such requested party’s prior written consentrights under Section 7.3 will return all the Confidential Information disclosed or transferred to it by the other party pursuant to this Agreement within sixty (60) days of such request or, if earlier, the Receiving Party shall not (a) disclose termination or use any Confidential Information for any purpose outside the scope expiration of this Agreement; . Each party, as receiving party, will comply with any and all third party restrictions placed on the disclosing party of which it was made aware by the disclosing party with respect to the use or (b) disclose or make the disclosure of Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclosing party.

Confidential Information. During The Procuring Entity and the course Supplier shall keep confidential and shall not, without the written consent of this Agreementthe other party hereto, each Party (divulge to any third party any documents, data, or other information furnished directly or indirectly by the “Disclosing Party”) other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract. Notwithstanding the above, the Supplier may disclose furnish to its Sub-Supplier such documents, data, and other information it receives from the Procuring Entity to the other Party (extent required for the “Receiving Party”) certain confidential and/or proprietary information Sub Supplier to perform its work under the Contract, in which event the Supplier shall obtain from such Sub Supplier undertaking of confidentiality similar to that imposed on the Disclosing Party (“Confidential Information”)Supplier under GCC Clause 20. The Receiving Party agrees Procuring Entity shall not use such documents, data, and other information received from the Supplier for any purposes unrelated to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of carecontract. Except with the Disclosing Party’s prior written consentSimilarly, the Receiving Party Supplier shall not (a) disclose or use any Confidential Information such documents, data, and other information received from the Procuring Entity for any purpose outside other than the scope performance of this Agreementthe Contract. The obligation of a party under GCC Sub-Clauses 20.1 and 20.2 above, however, shall not apply to information that: the Procuring Entity or Supplier need to share with other arms of Government or other bodies participating in the financing of the Contract; such parties shall de disclosed in the SCC; now or hereafter enters the public domain through no fault of that party; can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or (b) disclose or make the Confidential Information otherwise lawfully becomes available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received party from a third party without breach that has no obligation of confidentiality. The above provisions of GCC Clause 20 shall not in any obligation owed way modify any undertaking of confidentiality given by either of the parties hereto prior to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature date of the Confidential InformationContract in respect of the Supply or any part thereof. The provisions of GCC Clause 20 shall survive completion or termination, for whatever reason, of the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingContract.

Confidential Information. During Each party recognizes that during the course term of this Agreement, each Party (its directors, officers, employees and authorized representatives such as attorneys and accountants, may obtain knowledge or trade secrets, customer lists, membership lists and other confidential information or the “Disclosing Party”) may disclose other party which is valuable, proprietary, special or unique to the other Party continued business of that party, which information is initially delivered in written form including electronic form or is summarized and delivered in writing within thirty (the “Receiving Party”30) certain confidential and/or days after initial delivery in non-written form, and which writing is marked "Confidential" or in a similar nature to indicate its nonpublic and proprietary information of the Disclosing Party nature (“"Confidential Information”)information. The Receiving Party agrees to protect the However, Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall does not include any information that is or (i) is or becomes generally available to the general public other than through a breach by the recipient party, (ii) already known to the public, other than recipient party as a result or the time of an act or omission of the Receiving Party; (ii) was rightfully known communication to the Receiving Party prior to its disclosure by the Disclosing Party; recipient party, (iii) was lawfully developed by the recipient party independently or and without reference to information communicated by the other party, or (iv) rightfully received by the recipient party from a third party without breach which third party is not under a legal duty of confidentiality with respect to such information. Accordingly, each party as a recipient of the other's Confidential Information agrees to hold the Confidential Information of the communicating party and the terms and conditions of this Agreement in confidence and to use diligent efforts to ensure that the communicating party's Confidential Information the terms hereof are held in confidence by it officers, directors, employees, representatives and others over whom it exercises control Upon discovering any unauthorized disclosure of the communicating party's Confidential Information or the terms or this Agreement, the recipient will use diligent efforts to recover such information and to prevent its further disclosure to additional third parties. In addition, the recipient party will promptly notify the communicating party in writing of any obligation owed to such unauthorized disclosure of the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on communicating party's Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its The parties' obligations under this Section, and any such breach may result in irreparable harm to paragraph will survive for a period or three (3) years following the Disclosing Party. Therefore, upon any such breach expiration or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingearlier termination of this Agreement.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's non- disclosure obligation shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available apply to any party, except on a “need to know” basis to information which the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; ). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively "Representatives") having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or (iv) was independently developed have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party's Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careExasol without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside Information. Affiliates of the scope of Receiving Party will not considered to be a third party according to this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Section. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party without use of or reliance on Confidential Informationwho had no access to such information. If the In addition, Receiving Party is may disclose Confidential Information if so required by applicable pursuant to a regulation, law or regulation to disclose or otherwise report Confidential Informationcourt order, it shall provide prompt notice of such required disclosure (but only to the minimum extent legally permitted) required to comply with such regulation or order and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm with advance notice to the Disclosing Party. Therefore, The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such breach or threat thereof, disclosure by the Receiving Party the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other whatever remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During the course of this Agreement, each If either Party (“Receiving Party”) gains access to confidential information of the other Party (“Disclosing Party”) may disclose to concerning the Disclosing Party's prices, business, plans, technology, products, and other Party (the “Receiving Party”) certain confidential and/or proprietary non-public information of the Disclosing Party (collectively, “Confidential InformationCI”), then the terms of this section will apply. CI includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Receiving Disclosing Party owns all right, title and interest, including all Intellectual Property Rights in the Disclosing Party's CI. Each Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of will not use in any way, for its own confidential and/or proprietary information benefit or the benefit of like kindany third party, but in no event using less than a reasonable standard except as expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any of care. Except with the Disclosing Party’s prior written consent, CI. Each Party will take reasonable precautions to protect the Receiving Party shall confidentiality of the other Party’s CI that are at least as stringent as it takes to protect its own CI. Information will not be deemed CI under this Agreement if (a) disclose it was in the public domain or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (iiib) it has become publicly known, except through a breach of this Agreement by the Receiving Party; (c) it was lawfully received from a third party without breach rightfully communicated to the Receiving Party free of any obligation owed of confidence subsequent to the time it was communicated by Disclosing Party; or (ivd) was it has been entirely independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm reference to the Disclosing Party. Therefore, upon any such breach or threat thereof, ’s CI; (e) it was communicated by the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition an unaffiliated third party free of any obligation of confidence; or (f) it is information provided by any LinkedIn Member to any other remedies available LinkedIn while utilizing LinkedIn’s services (i.e., pursuant to itthe User Agreement). Upon written request from Notwithstanding the Disclosing Partyabove, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at may disclose the Disclosing Party’s optionCI, certify its permanentwithout violating this Agreement, secure destruction to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that, the Receiving Party gives the Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in writingobtaining, a protective order preventing or limiting the disclosure and/or requiring that the CI so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Confidential Information. During Each party will, to the course extent and in accordance with the policies used to protect its own information of similar importance, use its best efforts to refrain from and prevent the use, duplication, or disclosure of during or after the Term any Confidential Information of the other party, disclosed or obtained by such party while performing its obligations under this Agreement, each Party (except when such use or disclosure is for the “Disclosing Party”) may disclose limited purpose of performing obligations under this Agreement. Neither party will have an obligation of confidentiality with regard to the other Party (the “Receiving Party”) certain confidential and/or proprietary any information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in insofar as the same manner that it protects (i) was known to such party prior to disclosure; (ii) is at the confidentiality time of its own confidential and/or proprietary information disclosure publicly available or becomes publicly available other than as a result of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope breach of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (iiii) is or becomes generally known disclosed to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure such party by the Disclosing Party; (iii) was lawfully received from a third party without breach not under a duty not to disclose such information. In addition, the confidentiality obligations set forth above will not apply to any Confidential Information which is disclosed pursuant to any law of the United States or any state thereof; the order of any obligation owed to the Disclosing Partycourt or governmental agency; or (iv) was independently developed the rules and regulations of any governmental agency. Prior to any disclosure required by law or order of any court or government agency, the Receiving Party without use disclosing party will notify the other party of or reliance on Confidential Informationthe required disclosure. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure is to be made within ten (to 10) days after the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature disclosing party becoming aware or informed of the Confidential Informationobligation to disclose, the Parties disclosing party will notify the other party by the end of the next business day following the day the disclosing party became aware of its disclosure obligation. The parties agree that there can be an impending or existing violation of any provision of this Section by one party would cause the other party irreparable injury for which it would have no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionlaw, and any agree that such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall other party will be entitled to seek obtain immediate injunctive and other appropriate equitable relief prohibiting such violation, in addition to any other rights and remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies The nclusion of copyright notices on any software licensed hereunder does not constitute publication thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During (a) Both Parties acknowledge that either party may receive (the course of this Agreement, each “Receiving Party”) Confidential Information (as defined hereinafter) from the other Party (the “Disclosing Party”) may disclose during the Term of this Agreement and such Confidential Information will be deemed to have been received in confidence and will be used only for the other Party (the “Receiving Party”) certain confidential and/or proprietary information purposes of the Disclosing Party (“Confidential Information”)this Agreement. The Receiving Party agrees shall use the Disclosing Party’s Confidential Information only to protect perform its obligations under this Agreement and disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel having a need to know the information for the purpose of this Agreement; provided that Customer acknowledges that certain Confidential Information is disclosed to users of the Services as necessary to provide the Services. The Receiving Party shall treat the Confidential Information in the same manner that as it protects the confidentiality of does its own confidential and/or proprietary valuable and sensitive information of like kinda similar nature and, but in no event using any event, with not less than a reasonable standard degree of care. Except with Upon the Disclosing Party’s prior written consentrequest, the Receiving Party shall not return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (a3) disclose years from the expiration or use any Confidential Information for any purpose outside the scope termination of this AgreementAgreement except as noted below in Section 6(a)(i) and 6(a)(ii); provided however, the parties agree and acknowledge that it will be infeasible for Castlight to return or destroy PII (as defined below) related to a User that has requested Customer retain information related to such User; and PII stored on encrypted back-up tapes that are stored in a secure location; provided further, however, the Receiving Party shall keep (i) any personally identifiable information and personal health information as defined in 45 CFR section 160.l03 (collectively, “PII”) confidential in perpetuity; and (ii) any trade secrets of the Disclosing Party confidential as long as such information is deemed a trade secret. (b) disclose or make the The term “Confidential Information available to any partyInformation” includes, except on a “need to know” basis to the Receiving Party’s employeeswithout limitation, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) PII; (ii) all information communicated by the Disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure; (iii) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date; and (iv) this Agreement and shall include without limitation, (A) all trade secrets, (B) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any information related thereto, and (C) information relating to business plans, sales or marketing methods and customer lists or requirements. (c) The obligations of either Party under this Article 6 will not apply to information that the Receiving Party can demonstrate (i) was in the possession at the time of disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally known available to the public, public through no breach of agreement or other than as a result of an wrongful act or omission of by the Receiving Party; (ii) was rightfully known to provided, however, the Receiving Party prior remains subject to confidentiality obligations regardless of its disclosure by availability to the Disclosing Partypublic or availability through unauthorized disclosure; (iii) was lawfully has been received from a third party without restriction on disclosure and without breach of any obligation owed to agreement or other wrongful act by the Disclosing Receiving Party; or (iv) was is independently developed by the Receiving Party without use regard to the Confidential Information of or reliance on Confidential Informationthe other party. If (d) In the event the Receiving Party is required by applicable law law, regulation, stock exchange requirement or regulation legal process to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party agrees to (i) give Disclosing Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Thereforeextent possible, upon any such breach or threat thereof, advance notice prior to disclosure so the Disclosing Party shall be entitled to may contest the disclosure or seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controla protective order, and all copies thereof, or, at (ii) limit the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclosure to minimum amount that is legally required to be disclosed.

Confidential Information. During From time to time during the course term of this Agreement, Chiron and CDC may provide to each Party other information concerning patents, patent applications, license agreements and other confidential or proprietary information related to this Agreement (the “Disclosing "Information"). Each party receiving the Information (the "Receiving Party”") may shall during the term of this Agreement and for a period of three years after termination hereof: (i) maintain the Information in confidence, (ii) not disclose the Information to any third party, other than employees, agents or consultants of the Receiving Party or its Affiliates or sublicensees who have a need to know the Information and who are bound by confidentiality obligations to the Receiving Party not less restrictive than those contained herein and (iii) not use the Information for any purpose not directly related to performance or otherwise authorized under this Agreement. The obligations of this Article 8 shall not apply to any Information which is or which becomes generally known to the public by publication or by means other than a breach of a duty by the Receiving Party; or which is otherwise known by the Receiving Party at the time of disclosure by the other party; or which otherwise becomes available to the Receiving Party from a third party not in breach of confidentiality obligations to the other party; or which is developed by the Receiving Party (independent of any disclosure from the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)other party. The Receiving Party agrees shall also be permitted to protect make disclosures of Information which are reasonably necessary in connection with a possible grant of a permitted sublicense by the Receiving Party or in due diligence related to a possible acquisition, merger, consolidation, substantial asset transfer, or similar transaction of the Receiving Party, provided that the recipient is bound to the Receiving Party by confidentiality obligations with respect to the Confidential Information in no less restrictive than those set forth herein. Nothing herein shall prevent the same manner Receiving Party from making such disclosures of Information as are reasonably required by law, regulation, or order of any court or governmental agency, provided that it protects the confidentiality Receiving Party has provided reasonable advance notice to allow the disclosing party the opportunity to seek a protective order or otherwise contest, prevent or limit such disclosure. Upon termination of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentthis Agreement for any reason, the Receiving Party shall not (a) disclose return, or use any Confidential Information for any purpose outside at the scope option of this Agreement; or (b) disclose or make the Confidential Information available to any disclosing party, except on a “need to know” basis to the Receiving Party’s employeescertify destruction of, contractors, all Information and agents copies thereof; provided that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to may retain one copy thereof in its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) department files solely for evidentiary and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingregulatory purposes.

Confidential Information. During Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees Trimble Technology, performance information relating to protect the Service, and the terms and conditions of this Agreement will be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careTrimble without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will (1) hold in confidence and not disclose any Confidential Information to third parties and (a2) disclose or not use any Confidential Information for any purpose outside other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Trimble, the scope subcontractors referenced in Section 13.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Section 10. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar confidentiality obligations will not apply to those set forth herein. Confidential Information shall not include any information that the Receiving Party can document: was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall will be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available it might have at law. For the avoidance of doubt, unauthorized access by third parties to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all any Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwill not be deemed a breach of this Section 10.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use Guarantor and Owner agree to hold in confidence for a period commencing with the date hereof and ending five years from the date of Project Completion any Confidential Information for any purpose outside information supplied to it hereunder by the scope of this Agreement; or (b) disclose or make the Confidential Information available other. Guarantor and Owner hereby further agree to any party, except on a “need require third parties to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing enter into appropriate non-disclosure and agreements relative to such confidential information as may be communicated to them by Guarantor or Owner; provide, however, that in the event Guarantor or Owner disclose any confidential information to a third party pursuant to such non-use disclosure agreement, Guarantor or Owner, as the case may be, shall remain liable hereunder for any further disclosure by such third party which is in breach of such non-disclosure agreement or would be in breach of this Section 18 if such further disclosure were made by Guarantor or Owner, as applicable. The provisions substantially similar to those set forth herein. Confidential Information of this Section 18(a) shall not include apply to information within any information that one of the following categories: (i) is information which was in the public domain prior to receipt thereof from the other party or which subsequently becomes generally known to the public, other than as a result of an act or omission part of the Receiving Partypublic domain by publication or otherwise, except by the receiving party's wrongful act; (ii) information which the receiving party can show was rightfully known to the Receiving Party in its possession prior to its disclosure by receipt thereof from the Disclosing Partyother party; (iii) was lawfully information received by a party from a third party without breach of any a confidentiality obligation owed with respect thereto known to Owner; (iv) information which the Disclosing Partyreceiving party developed independently; or (ivv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party information which a party is required by applicable law or regulation to disclose or otherwise report Confidential Informationdisclose; provide, it shall however, that prior to making any such disclosure under clause (v) of this Section 18(a), such disclosing party shall: (1) provide prompt the other party with timely advance written notice of the confidential information requested by such required disclosure government authority and such disclosing party's intent to so disclose; (2) minimize the amount of confidential information to be provided consistent with the interests of the non-disclosing party and the requirements of the government authority involved; and (3) at the request and expense of the non-disclosing party make every reasonable effort (which shall include participation by the non-disclosing party in discussions with the government authority involved) to secure confidential treatment and minimization of the confidential information to be provided. Neither Guarantor nor Owner shall publish the terms and conditions of this Guaranty, unless the other party provides its express prior written consent thereto; provided, however, that Owner shall be permitted to disclose, subject to the provisions of this Section 18(a), such terms and provisions to the Financing Parties or any applicable rating agency and otherwise to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes required to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law obtain financing for the Receiving Party’s breach Facility. Notwithstanding any other provision of its obligations under this SectionSection 18(a), and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Owner shall be entitled permitted to seek injunctive summarize the material terms and other appropriate equitable relief conditions of this Guaranty for purposes of including such summary in addition to any other remedies available to it. Upon written request from offering document associated with the Disclosing Party, issuance of debt by owner for the Receiving Party shall return to purpose of obtaining financing for the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingFacility.

Confidential Information. During Each Party agrees (a) to take all steps reasonably necessary to maintain the course confidentiality of the Confidential Information of the other Party, (b) not to disclose the other Party’s Confidential Information to any Third Party without the prior written consent of such other Party, and (c) to use such Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it under this Agreement; provided, however, that the foregoing obligations will not apply to Confidential Information that (i) is in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (ii) later becomes part of the public domain through no fault of the receiving Party, (iii) is received by the receiving Party without obligation of confidentiality from a Third Party with a right to such information, or (iv) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who did not have access to such Confidential Information. Furthermore, a Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, employees, consultants, agents, and insurers, in each case who have a specific need to know such Confidential Information and who are bound by obligations of confidentiality and restriction on use no less stringent than those set forth herein, (y) any bona fide actual or prospective collaborators, licensees, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective collaborators, licensees, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, licensing from, underwriting or making an investment in, or otherwise providing financing to, the receiving Party, and (z) the extent such disclosure is required to comply with applicable law or regulation or the order of a court of competent jurisdiction, to defend or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commission, any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure. Notwithstanding any other provision of this Agreement, each Party (the “Disclosing Party”) may disclose to and use Confidential Information of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or to submit Regulatory Filings. The Receiving Party agrees to protect the Moreover, Licensee may disclose Confidential Information in of Licensor relating to the same manner that it protects the confidentiality research, development or commercialization of its own confidential Licensed Products to entities with whom Licensee has (or may have) a license, collaboration agreement, marketing agreement, development agreement and/or proprietary information of like kind, but in no event using less than commercialization agreement and who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any need to know such Confidential Information for any purpose outside the scope and who are bound by obligations of this Agreement; or (b) disclose or make the Confidential Information available to any party, except confidentiality and restrictions on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to no less stringent than those set forth herein. Confidential Information The obligations of this Section 8.1 shall not include any information that (i) is or becomes generally known to survive for [***] after the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingTerm.

Confidential Information. During the course of this Agreement, each Party “Confidential Information” is all confidential information disclosed by a party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain ), whether orally or in writing, that is designated as confidential and/or proprietary information or that reasonably should be understood to be confidential given the nature of the Disclosing Party (“Confidential Information”)information and the circumstances of disclosure. The Receiving Party agrees to protect the Your Confidential Information in will include Your Data. [COP]’s Confidential Information will include the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentServices (and any portion thereof), the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope terms and conditions of this Agreement; or (b) disclose or make the Confidential Information available to Agreement and any party, except on a “need to know” basis to the Receiving Party’s employees, contractorsSchedules, and agents that have signed an agreement containing non-disclosure all related Service order forms, as well as [COP]’s business and non-use provisions substantially similar to those set forth hereinmarketing plans, technology and technical information, product plans and designs, and business processes disclosed by [COP]. Confidential Information shall will not include any information that (i) is or becomes generally known to the publicpublic without breach of any obligation owed to the Disclosing Party, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; , (iii) was lawfully is received from a third party without breach of any obligation owed to the Disclosing Party; , or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential InformationParty. If the The Receiving Party is may disclose Confidential Information to the extent required by applicable law or regulation to disclose or otherwise report Confidential Informationcomply with binding orders of governmental entities that have jurisdiction over it; provided however that, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes permitted by law to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partydo so, the Receiving Party shall return to gives the Disclosing Party all reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information in as is required by the Receiving Party’s possession or controlgovernmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that [COP], and its licensors, retain all copies thereofintellectual property rights and title, orin and to, at all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the Disclosing Party’s optionideas, certify its permanentconcepts, secure destruction techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in writingconnection with the Services provided by [COP] hereunder.

Confidential Information. During the course For purposes of this Agreement, each Party (the “Disclosing Party”) may disclose Confidential Information” means and will include any information, materials or knowledge regarding Dermira and Maruho and their business, financial condition, products, development programs, licensors, suppliers, technology, clinical or other data, or research and development that is disclosed or made available to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees or to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, which the Receiving Party shall not (a) disclose has access in connection with this Agreement or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinDevelopment Committee meetings. Confidential Information shall will not include any information that that: (ia) is or becomes generally known to part of the public, other than as a result of an act or omission public domain through no fault of the Receiving Party; (iib) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession at the time of disclosure, without restriction as to use or controldisclosure as demonstrated by contemporaneous written records; or (c) the Receiving Party rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Dermira and Maruho agree to only use the Confidential Information of the other Party for the purposes of this Agreement and in no other manner and for no other purpose, including but not limited to the research, development or commercialization of any other product. Dermira and Maruho agree to hold all Confidential Information of the other Party in strict confidence and not to disclose it to others, except to full time employees and medical advisors of the Receiving Party and its affiliates who have a need to know and are bound by written agreements of confidentiality no less protective of the Confidential Information than the terms of this Section 5. The Receiving Party shall be liable to the other Party for any failure of such employees or medical advisors to comply with the non-use and non-disclosure obligations under this Section 5, and shall provide prompt notice to the other Party of any failure to comply of which the Receiving Party becomes aware. Dermira and Maruho further agrees to take all copies thereofactions reasonably necessary to protect the confidentiality of all Confidential Information of the other Party including, orwithout limitation, at implementing and enforcing procedures to minimize the Disclosing possibility of unauthorized use or disclosure of Confidential Information of the other Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course The Parties agree that all information regarding this Agreement, including but not limited to business plans and strategies, regulatory filings, pricing, systems and technology obtained or disclosed as a result of this Agreement, is proprietary to each of the Parties as specifically provided to each other and such information shall remain proprietary to such Party and shall at all times remain and be kept confidential by the Parties (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“"Confidential Information”"). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not be deemed to include any information that that: (i) is or becomes publicly known and generally known to available in the public, other than as a result of an public domain through no act or omission of the Receiving receiving Party; (ii) was rightfully is known to the Receiving Party prior to its disclosure by the Disclosing receiving Party, without confidentiality restrictions, at the time of receiving such information as evidenced by its contemporaneous written records; (iii) was is lawfully received from disclosed to the receiving Party by a third party without breach of any obligation owed restriction on use or disclosure to the Disclosing receiving Party’s knowledge upon reasonable investigation; or (iv) was is independently developed by or for the Receiving receiving Party without use of or reliance on reference to the other party’s Confidential InformationInformation as evidenced by its contemporaneous written records. If the Receiving The receiving Party is required by applicable law or regulation to may disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (Information to the extent legally permitted) required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process; provided, however, that the receiving Party has provided the disclosing Party with prompt written notice, if and reasonable assistanceto the extent permitted by applicable law, thereof so that the disclosing Party may seek a protective order or other appropriate remedy, at the Disclosing Party's its cost, and that, if such protective order or other remedy is not obtained, the Disclosing receiving Party wishes to contest the disclosure. Due to the unique nature furnishes only that portion of the Confidential InformationInformation that is legally required. The foregoing notwithstanding, nothing herein requires the Parties agree that there can be no adequate remedy at law for receiving Party to breach any applicable law, regulation, order of a court of competent jurisdiction, administrative agency or governmental body or any subpoena, summons or other administrative or legal process. Each Party shall maintain the Receiving other Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in confidence and shall not disclose any of the Receiving other Party’s possession or control, and all copies thereof, or, at Confidential Information to any third party without the Disclosing other Party’s optionwritten permission, certify its permanent, secure destruction in writingnot to be unreasonably withheld or delayed; provided further that any such third party agrees to be contractually bound by the confidentiality obligations of this Agreement. This Section shall survive termination of this Agreement.

Confidential Information. During Each Party agrees that it shall not, without the course prior written consent of this Agreementthe other Party, each Party (the “Disclosing Party”i) may disclose to the any Person such other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the ’s Confidential Information in (as defined below), except to those of its and its Affiliates’ employees or representatives who need to know such information for the same manner purpose of exploiting its rights or fulfilling its obligations under this Agreement (and then only to the extent that it protects such persons are under an obligation to maintain the confidentiality of its own confidential and/or proprietary information the Confidential Information), or (ii) use any of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing such other Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of reason other than as contemplated by this Agreement; . If a Party has been advised by legal counsel that disclosure of Confidential Information of the other Party is required to be made under Applicable Law (including to the FDA or (bpursuant to the requirements of a national securities exchange or another similar regulatory body on which it’s or any of its Affiliates stock trades) or pursuant to documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process, the Party required to disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistanceprovide the other Party with prompt written notice of such request or demands or other similar process so that such other Party may seek an appropriate protective order or waive the disclosing Party’s compliance with the provisions of this Section. In the absence of a protective order or waiver or other remedy, at the Disclosing Party required to disclose the other Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature ’s Confidential Information may disclose only that portion of the Confidential Information that its legal counsel advises it is legally required to disclose, provided that it exercises its commercially reasonable efforts to preserve the confidentiality of such other Party’s Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving such other Party’s breach expense, including by cooperating with such other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Confidential Information shall remain the sole property of its obligations under this Section, the disclosing Party and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information furnished in the Receiving Party’s possession or control, written form (and all copies thereof, or, ) shall be promptly returned to the disclosing Party or destroyed by the receiving Party at the Disclosing disclosing Party’s optionrequest; provided, certify however, that the receiving Party may retain copies of such Confidential Information as necessary for its permanentcompliance obligations under Applicable Laws and any archival purposes, secure destruction subject to the ongoing obligation to maintain the confidentiality of such information. This Section 9.1 shall survive termination or expiration of this Agreement and continue in writingeffect thereafter for a period of five (5) years.

Confidential Information. During Until the course Closing Date all Confidential Information, as hereinafter defined, acquired by Buyer with respect to the Shareholders or the Company, or by the Shareholders or the Company with respect to Buyer, shall be (i) maintained in strict confidence, (ii) used only for the purpose of and in connection with evaluating the transactions contemplated herein, and (iii) disclosed only (A) to employees and duly authorized agents and representatives who have been informed of the obligations of the parties under this Agreement with respect to such Confidential Information, who have a need to know the information in connection with consummating the transactions contemplated herein, and who agree to keep such information confidential, or (B) as required by legal process (of which the other parties shall be given prompt notice). Buyer, the Shareholders and the Company shall be responsible for any breach of this Section 3.5(a) by any of their respective representatives and each agrees to take all reasonable measures to restrain its representatives from prohibited or unauthorized disclosure of the Confidential Information. For the purpose of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (term “Confidential Information”). The Receiving Party agrees ” shall mean all information acquired by any party from another party hereto or its representatives pursuant to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except Section 3.2 or 3.3 hereof or otherwise with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis respect to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is business or becomes generally known to the publicoperations of such other party, other than (A) information generally available to the public which has not become available as a result of an act disclosure in violation of this Section 3.5(a) and (B) information which becomes available on a nonconfidential basis from a source other than a party to this Agreement or omission of the Receiving Party; (ii) was rightfully its representatives, provided that such source is not known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from party to this Agreement receiving such information to be bound by a third confidentiality agreement or other obligation of secrecy to another party without breach of any obligation owed to the Disclosing Party; this Agreement or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationits representatives. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Informationtransactions contemplated herein are not consummated, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in written or printed or other tangible form (whether copies or originals) shall be returned to the Receiving Party’s possession or controlparty of origin, and all copies thereofdocuments, ormemoranda, at notes and other writings whatsoever prepared by any party or its representatives based on Confidential Information shall be destroyed; and each party and its representatives will thereafter hold all Confidential Information concerning the Disclosing Party’s option, certify its permanent, secure destruction other parties hereto or the Shareholders in writingstrict confidence.

Confidential Information. During Each party acknowledges that, in the course of the performance of this Agreement, each Party (it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the “Disclosing Party”) may disclose to exclusive property and trade secrets of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party party (“Confidential Information”). The Receiving Party Except as provided in ND(J)L’s Acceptable Use Policy (AUP), each party agrees to protect maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the same manner that it protects Confidential Information of the confidentiality other party then in its possession. Nothing in this Agreement shall prohibit or limit either party’s use of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not which (a) disclose is now, or use hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party’s possession, as evidenced by receiving party’s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any Confidential Information for any purpose outside the scope breach of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ie) is or becomes generally known the subject of a written permission to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure disclose provided by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partydisclosing party; or (ivf ) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to be disclosed. Customer further agrees and acknowledges that ND(J)L may disclose or otherwise report Confidential InformationCustomer account information in accordance with ND(J)L’s Acceptable Use Policy (AUP), it shall provide prompt notice located at http:// xxx.xxxxxxxxxx.xx.xx/xxxxx, as amended from time to time by ND(J)L effective upon posting of such required disclosure (to the extent legally permitted) and reasonable assistance, revised policy at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingURL.

Confidential Information. During The parties hereto agree that each shall keep completely confidential and shall not publish or otherwise divulge or use for its own benefit or for the course benefit of this Agreement, each Party any third party any information of a proprietary nature furnished to it (the “Receiving Party”) by the other party (the “Disclosing Party”) may disclose for a period of five (5) years after the termination of this Agreement without the prior written approval of the disclosing party in each instance, except to the other Party (extent that it is necessary to divulge such information for the “Receiving Party”) certain confidential and/or proprietary information obtaining of governmental approval for the marketing of the Disclosing Party (“Confidential Information”). The Product and the Receiving Party agrees discloses only the minimum of information necessary in connection therewith and takes reasonable steps to protect the Confidential Information in the same manner that it protects maintain the confidentiality of such information. Nothing in this Article 7 shall prevent disclosure or use of information: (i) already known to the Receiving Party prior to its own confidential and/or proprietary receipt of such information of like kind, but in no event using less than a reasonable standard of care. Except with from the Disclosing Party’s prior written consent, the Receiving Party shall not ; (aii) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally which was known to the publicpublic at the time of disclosure, other than as a result of an or subsequently becomes so known through no act or omission of the Receiving Party; (iiiii) was rightfully known to which is properly acquired by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed having the right to the Disclosing Partyconvey such information; or (iv) was independently developed that is required to be disclosed by law or regulation or in connection with any financing, acquisition, merger or sale, provided the Receiving Party without use of or reliance on Confidential Information. If provides the Receiving Disclosing Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt with advance notice of such required disclosure (and takes reasonable steps to protect the confidentiality of such information. Information of a proprietary nature shall include, but not be limited to, information concerning a party’s products, proposed products, marketing plans, methods of manufacture, customers or any other information or materials in whatever form not generally known to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosurepublic. Due Subject to the unique nature foregoing, this specific terms of the Confidential Informationthis Agreement (including all financial terms) shall be kept confidential, however, the Parties agree that there can be no adequate remedy at law for parties may refer generally to this Agreement and the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingparties’ relationship arising therefrom.

Confidential Information. During Each party agrees that the course following materials and information and all copies thereof of whatever nature are confidential and are the proprietary information and trade secrets of the disclosing party: (i) the computer software and algorithms possessed by either party and all source documents relating to such software and algorithms; (ii) proprietary information of either party (including, without limitation, the names and addresses of customers, Content providers, and suppliers), and information that either party does not generally make available to the public; (iii) the methods, means, personnel, equipment, and software by and with which Customer provides its products and services and by and with which Company provides the Company network and its other products and services; (iv) the terms of this Agreement; and (v) any other information that either party reasonably designates, each Party (the “Disclosing Party”) may disclose by notice in writing delivered to the other Party (the “Receiving Party”) certain party, as being confidential and/or or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect Except as expressly permitted herein, neither party shall use the Confidential Information in of the same manner that it protects other party and each party shall keep the confidentiality Confidential Information of the other party secret to the degree such party keeps secret its own confidential and/or or proprietary information of like kindinformation, but and in any case using no event using less than a reasonable standard of care. Except with Confidential Information of the Disclosing Party’s prior written consent, the Receiving Party disclosing party shall not be disclosed by the party who receives such information except: (ai) disclose or use any Confidential Information for any purpose outside the scope of this Agreementto a party’s accountants, auditors, agents, legal counsel, and parent companies; provided, however, that such Parties agree to be bound by these confidentiality provisions; or (bii) disclose as may be required by any legal process, court order, or make governmental agency, in which event the Confidential Information available party making such disclosure shall so notify the other as promptly as practicable prior to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-making such disclosure and non-use provisions substantially similar to those set forth hereinshall seek confidential treatment of such information. No information that would otherwise be Confidential Information shall not include any information that be subject to the restrictions on disclosure in the event and to the extent that: (i) such information is in, or becomes generally known to part of, the public, other public domain otherwise than as a result of an act or omission through the fault of the Receiving Partyreceiving party; (ii) such information was rightfully known to the Receiving Party receiving party prior to its disclosure the execution of the Agreement as proven by the Disclosing Partyreceiving party’s written records; (iii) such information was lawfully received from revealed to the receiving party by a third party without breach of any having no obligation owed to the Disclosing Partyhold such information confidential; or (iv) was such information is developed independently developed of any of the disclosing party’s Confidential Information by the Receiving Party without use receiving party. This paragraph shall be in addition to and not supersede any separate confidentiality or non-disclosure Agreement executed by the Parties. In the event of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under a conflict between this Section, paragraph and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereofAgreement, the Disclosing Party provisions of such Agreement shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingprevail.

Confidential Information. During Each of eBay (and its Affiliates) and PayPal (and its Affiliates) (in such capacity, the course “Receiving Party”) agrees to hold, and to cause its Personnel to hold, in strict confidence, the Confidential Information of this Agreement, each the other Party (in such capacity, the “Disclosing Party”) may disclose using at least the same standard of care to prevent the other public disclosure and dissemination thereof as the Receiving Party (the uses to protect its own comparable Confidential Information. “Receiving Party”) certain confidential and/or proprietary information Confidential Information” of the Disclosing Party (“Confidential means information including marketing plans, product plans, business strategies, financial information, forecasts, Personal Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary , Highly Sensitive Information, customer lists and customer data, technical documents and information of like kindand any similar materials and information, but in no event using less than a reasonable standard of care. Except with regarding the Disclosing Party’s prior written consentParty and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party shall not under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, that is, in each case, (a) disclose if disclosed in a tangible form, marked using a legend such as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the Receiving Party from the context of disclosure or from the information itself, to be confidential, or (b) if disclosed orally or visually, declared to be confidential or, if not so declared, should be reasonably understood by the Receiving Party from the context of disclosure or from the information itself to be confidential. Each of eBay and PayPal agrees, on its behalf and on behalf of its Affiliates, not to use any Confidential Information of the other Party other than for any purpose outside the scope of such purposes as shall be expressly permitted under this Agreement; or (b) disclose or make , except, in each case, to the extent that such Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that has been (i) is in the public domain or becomes generally known available to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its a disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party or any of its Affiliates or any of their Personnel in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any of its Affiliates) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information or (iii) independently developed or generated without reference to or use of any proprietary or reliance on Confidential Informationconfidential information of the other Party or any of its Affiliates. If any Confidential Information of one Party or any of its Affiliates is disclosed to the other Party or of its Affiliates in connection with providing the Services under this Agreement, then such disclosed Confidential Information shall be used by the Receiving Party is only as required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of perform such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingServices.

Confidential Information. During Each of the course of this Agreement, each Party (Custodian and the “Disclosing Party”) may disclose Client agrees that it will maintain any confidential and proprietary information disclosed to it by the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereto (“Confidential Information”). The Receiving Party agrees , in a confidential manner using the same care it uses to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or information, and will not use for its own benefit or otherwise the Confidential Information of the other Party except (x) as expressly authorized by this Agreement and to the extent necessary for performance of this Agreement or (y) upon the prior written consent of the other Party; provided, however, that each of the Custodian and the Client may disclose any such confidential or proprietary information of like kindthe other Party to those of its affiliates and its and their officers, but directors, employees, agents (including its accountants, attorneys and financial advisors), and contractors (“Representatives”), in no event using less than a reasonable standard each case, who need to know such information for purposes of care. Except this Agreement and who are bound by confidentiality obligations consistent with the Disclosing Party’s prior written consentterms hereof. Notwithstanding the foregoing, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that was (ia) is or becomes generally known publicly available prior to the public, other than as a result of an act or omission of the Receiving Partydisclosure by such disclosing party; (iib) was rightfully known already in the receiving party’s possession and not subject to the Receiving Party prior to its disclosure an obligation of confidentiality; (c) obtained by the Disclosing Party; (iii) was lawfully received receiving party from a third party without breach of any obligation owed to the Disclosing Partyrestriction on disclosure; or (ivd) was entirely independently developed by the Receiving Party receiving party without use reference to any Confidential Information of or reliance the disclosing party; (e) the tax treatment and any facts that may be relevant to the income tax consequences of the transactions contemplated by this Agreement. The Client shall treat the terms of this Agreement, including the fees set forth on Schedule 1 hereto, as Confidential Information. If If, at any time, the Receiving Party receiving party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice make any disclosure of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, by summons, subpoena, judicial or administrative order or otherwise, the Parties agree that there can be no adequate remedy receiving party shall (to the extent permissible and practicable under the circumstances) give prompt prior written notice of such requirement to the disclosing party and permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide reasonable cooperation and assistance to the disclosing party in lawful efforts to resist, limit or delay disclosure at law for the Receiving Partydisclosing party’s breach of its sole expense. Notwithstanding the foregoing, the Custodian may disclose the Client’s Confidential Information to the Custodian’s regulators without any notice thereof, and the Client may file a “form of” this Agreement on the SEC’s XXXXX system if and as required by Client’s obligations under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. The receiving party shall promptly notify the disclosing party in writing of any loss, or use, access or disclosure of Confidential Information of the disclosing party in violation of this Section, Agreement promptly following recipient’s discovery and any such breach may result in irreparable harm shall promptly take measures to minimize the effect and prevent its recurrence. The receiving party shall be liable under this Agreement to the Disclosing Party. Thereforedisclosing party for any loss, upon any such breach or threat thereofaccess, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief use, or disclosure in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession violation of this Agreement by itself or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingRepresentatives.

Confidential Information. During Confidential Information shall mean any confidential and/or proprietary information provided by Georgia Power or Generator ("Disclosing Party") to the course other party ("Receiving Party") and which is clearly marked or otherwise designated as "CONFIDENTIAL." For purposes of this Agreement, all design, operating specifications and metering data provided by Generator shall be deemed confidential regardless of whether it is clearly marked or otherwise designated as such. Except as otherwise provided herein, each Party (the “Disclosing Party”) may shall hold in confidence and shall not disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, person (except on a “need to know” basis to the Receiving Party’s employees, contractorsofficers, representatives and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar agree to those set forth hereinbe bound by this Section 17 or FERC's Standards of Conduct). Confidential Information shall not include any information that the Receiving Party can demonstrate: (ia) is or becomes generally known available to the public, public other than as a result of an act or omission of a disclosure by the Receiving Party; (iib) was rightfully known to in the lawful possession of the Receiving Party prior to its disclosure by on a non-confidential basis before receiving it from the Disclosing Party; (iiic) was lawfully received from supplied to the Receiving Party without restriction by a third party without breach party, who, to the knowledge of any the Receiving Party, was under no obligation owed to the Disclosing PartyParty to keep such information confidential; or (ivd) was independently developed by the Receiving Party without use reference to Confidential Information of the Disclosing Party; or reliance on (e) was disclosed with the prior written approval of the Disclosing Party. Georgia Power, or its agent acting as Transmission Provider under the Tariff, may release or disclose certain Confidential InformationInformation of the Disclosing Party to other Transmission Providers, SERC, or NERC if necessary or appropriate in connection with its role as Transmission Provider. If a court, government agency or entity with the Receiving Party is required right, power, and authority to do so, requests or requires either Party, by applicable law subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or regulation otherwise, to disclose or otherwise report Confidential Information, it that Party shall provide the other Party with prompt notice of such required disclosure (to request(s) or requirement(s) so that the extent legally permitted) and reasonable assistanceother Party may seek an appropriate protective order or waive compliance with the terms of this Agreement. In the absence of a protective order or waiver the Party shall disclose such Confidential Information which, at in the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature opinion of the Confidential Informationits counsel, the Parties agree Party is legally compelled to disclose. Each Party will use reasonable efforts to obtain reliable assurance that there can confidential treatment will be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and accorded any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingso furnished.

Confidential Information. During Except to the course of extent expressly authorized by this Agreement or otherwise provided herein or agreed in writing by the Parties, during the Term and for two (2) years thereafter, each Party shall keep confidential and shall not publish or otherwise disclosed and shall not use for any purpose other than as permitted in this Agreement any Inventions disclosed to it by the other Party or its Affiliates pursuant to this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”” of the disclosing Party). The Receiving Each Party agrees shall use at least the same standard of care as it uses to protect the Confidential Information in the same manner that it protects the confidentiality proprietary or confidential information of its own confidential and/or proprietary information of like kindown, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall to ensure that its and its Affiliates’ and sublicensees’ employees, previous employees, agents, consultants and other representatives do not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make any unauthorized use of the Confidential Information available to of the other Party. Each Party shall promptly notify the other upon discovery of any party, except on a “need to know” basis to unauthorized use or disclosure of the Receiving other Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If The Parties further acknowledge that each Party has disclosed to the Receiving other Party, prior to the Effective Date, certain confidential information pursuant to that certain Confidential Disclosure Agreement entered into between the Parties as of February 18, 2009, and amended on February 10, 2010 (the “CDA”) that limits the disclosure and use of certain confidential information (as defined in such CDA) by the receiving Party. Any such confidential information earlier disclosed by one Party to the other under such earlier CDA shall be deemed to be the Confidential Information of the disclosing Party as defined in this Agreement and notwithstanding any provisions of the CDA shall be subject to all the terms of this Article 9 and the CDA shall no longer cover such Confidential Information. The CDA is hereby terminated and of no further force or effect. The terms and conditions of this Agreement (but not the existence hereof) shall be the Confidential Information of both Parties. Any Confidential Information disclosed hereunder shall be the Confidential Information of the disclosing Party. The receiving Party is required by applicable law or regulation permitted to disclose or otherwise report use such Confidential Information, it shall provide prompt notice of such required disclosure (Information only to the extent legally permitted) permitted in this Agreement or the Secondment Agreement. For purposes of this Article 9, an Excluded Affiliate of TOTAL shall not be considered an Affiliate of TOTAL and reasonable assistance, at the Disclosing shall be treated as a Third Party's cost, if the Disclosing . Any Inventions solely owned by a Party wishes to contest the disclosure. Due to the unique nature hereunder shall constitute Confidential Information of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, such Party and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Inventions jointly owned by a Party hereunder shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all constitute Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingof both Parties.

Confidential Information. During the course of this AgreementAll technology, each Party know-how, business information, quarterly reports or any other confidential information disclosed by one party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information rights granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non- party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party without obligations of this Agreement; or (b) disclose or make confidentiality at the Confidential Information available to any partytime of its receipt and, except on not through a “need to know” basis to prior disclosure by the Disclosing Party, as documented by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that business records; (ib) is or becomes generally known to in the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non- confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Within 30 days after any expiration or termination of its obligations under this SectionAgreement, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or control, and all copies thereof, or, at surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party’s option, certify its permanent, secure destruction other Party to AbbVie to the extent such is reasonably necessary in writingconnection with the performance of the this Agreement.

Confidential Information. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. During the course Term and for a period of three (3) years following expiration or termination of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in shall use at least the same manner that degree of care as it protects the confidentiality employs to avoid unauthorized disclosure of its own confidential and/or proprietary information of like kindinformation, but in no event using less than a commercially reasonable standard degree of care. Except care and in the same manner and with the Disclosing same degree of care from and after the Separation as prior to the Separation, to prevent the duplication or disclosure of Confidential Information of the other Party’s prior written consent, the Receiving Party shall not other than by or to (ai) disclose or use any its employees and Permitted Agents who need to know such Confidential Information for any the purpose outside of performing the scope of receiving Party’s obligations or exercising its rights under this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis Agreement and then only to the Receiving Party’s employeesextent needed to do so, contractors, provided that each such employee or Permitted Agent shall agree to comply with confidentiality requirements no less restrictive than those contained in this paragraph and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to informed by the public, other than as a result of an act or omission receiving Party of the Receiving Partyconfidential nature of such Confidential Information; and (ii) was rightfully known independent third party auditors that agree in writing to comply with confidentiality requirements no less restrictive than those contained herein. If a disclosure would be deemed a breach of this Agreement if committed by the receiving Party itself, then the receiving Party shall be liable to the Receiving other Party prior for any such disclosure made by its employees or Permitted Agents to its disclosure by whom it has disclosed the Disclosing other Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on ’s Confidential Information. If the Receiving a receiving Party is required by applicable law or regulation legally compelled to disclose or otherwise report any of the disclosing Party’s Confidential Information, it shall provide prompt notice of then, prior to such required disclosure disclosure, the receiving Party will (to i) assert the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique confidential nature of the Confidential Information and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the Parties agree that there can be no adequate remedy at law for receiving Party shall disclose the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm Confidential Information only to the Disclosing Party. Therefore, upon any such breach or threat thereof, extent necessary to comply with the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingapplicable legal requirements.

Confidential Information. During the course For purposes of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)” shall include all information furnished under this Agreement which is designated as confidential or proprietary, or which the receiving party knows or should know is being disclosed on a confidential basis, including without limitation pricing information, proposals, prints, drawings and all information in or related to the design, development, production, delivery, operation, use, application or performance of any of a party’s technology, equipment, parts, or maintenance/services. The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary does not include information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not which: (a) disclose is known or use any Confidential Information for any purpose outside independently developed by the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party receiving party prior to its disclosure by the Disclosing Partyother party, as evidenced by receiving party's records; (iiib) was lawfully becomes a part of the public domain without breach of this Agreement by the receiving party; (c) is received from a third party without breach of any obligation owed restriction and under conditions permitting its disclosure to the Disclosing Partyothers; or (ivd) was independently developed which is disclosed pursuant to judicial action or government regulations provided the receiving party notifies the disclosing party prior to such disclosure, and cooperates with the disclosing party in the event it elects to legally contest and avoid such disclosure. For a period of five (5) years from the date of receipt, Confidential Information shall be maintained in confidence by the Receiving Party receiving party, shall not be disclosed to any third party, other than Seller’s suppliers who have a reason to know, without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature prior written approval of the Confidential Informationdisclosing party, and shall be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Notwithstanding the foregoing, the Parties agree that there can be no adequate remedy at law Parties’ obligation to protect trade secrets is perpetual or for the Receiving Party’s breach of its obligations so long as such information remains a trade secret under this Sectionapplicable law, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwhichever occurs first.

Confidential Information. During the course Any Party receiving or possessing Confidential Information of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party shall use commercially reasonable efforts to: (i) maintain the confidential and proprietary status of such Confidential Information; (ii) keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement; (iii) prevent the disclosure of any Confidential Information to any other Person; and (iv) ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party without reference to Confidential Information of the disclosing Party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving Party, (c) received by the receiving Party without an obligation of confidentiality from a third party having the right to disclose such information, (d) released from the restrictions of this Section 5.3 by the express written consent of the disclosing Party, (e) disclosed to any actual or prospective permitted assignee, Partner, investor, licensee, sublicensee or subcontractor of either Xxxxxxx or Orchid (if such actual or prospective assignee, Partner, investor, licensee, sublicense or subcontractor is subject to the provisions of this Section 5.3 or comparable provisions of other documents), or (f) required by law, statute, rule or court order to be disclosed (the “Receiving Party”) certain disclosing party shall, however, use commercially reasonable efforts to obtain confidential and/or proprietary information treatment of any such disclosure and shall notify the other party in writing of the Disclosing Party (“request or requirement as soon as feasible so that such other party may make timely effort to protect or limit the conditions of disclosure of its Confidential Information”). The Receiving Party agrees Without limiting the generality of the foregoing, Xxxxxxx and Orchid each shall use its commercially reasonable efforts to obtain confidentiality agreements from its respective Partners, investors, licensees, sublicensees, subcontractors employees and agents, similar in scope to this Section 5.3, to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Information that is transmitted by one party to ------------------------ the course other hereunder and, if in written form, is marked "confidential" or with a similar legend by the disclosing party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing party to the receiving party within thirty (30) days shall be deemed to be Confidential Information of the disclosing party for purposes of this Agreement. Except as expressly permitted pursuant to this Agreement, each Party (of the “Disclosing Party”) parties expressly undertakes to retain in confidence and not to disclose to any third party any such Confidential Information received from the other party hereunder;, provided however that Reseller may disclose Licensor Confidential Information to 3Com Corporation, wholly-owned subsidiaries of 3Com Corporation and the employees and contractors of Reseller, 3Com Corporation and such subsidiaries on a need-to-know basis provided such recipients have entered into agreements sufficient to enable Reseller to comply with this Section 2.4. Each of the parties further agrees to make no use of such Confidential Information except as contemplated by this Agreement. The obligations of confidentiality and restricted use set forth in this Section 2.4 shall survive the expiration or any earlier termination of this Agreement for a period of five (5) years. The Confidential Information of a party shall not include and the foregoing obligation shall not apply to data or information which is: (a) now or hereafter, through no unauthorized act or failure to act on the receiving party's part, in the public domain; (b) known to the other Party receiving party without an obligation of confidentiality at the time the receiving party receives the same from the disclosing party, as evidenced by written records; (c) hereafter furnished to the “Receiving Party”receiving party by a third party lawfully and without restriction on disclosure; (d) certain confidential and/or proprietary information furnished to others by the disclosing party without restriction on disclosure; or (e) independently developed by the receiving party without use of the Disclosing Party (“disclosing party's Confidential Information”). The Receiving Party agrees Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information to protect the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving party shall (i) assert the confidential nature of the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partyagency; (ii) was rightfully known immediately notify the disclosing party in writing of the agency's order or request to disclose the Receiving Party prior to its disclosure by the Disclosing Partydisclosing party's Confidential Information; and (iii) was lawfully received from cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a third party without breach of any obligation owed to protective order narrowing the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature scope of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of compelled disclosure and protecting its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconfidentiality.

Confidential Information. During Recipient agrees that all information disclosed by the course of this Agreement, each Party (the “Disclosing Party”, or obtained by Recipient in connection with the Purpose, whether oral, visual or in writing, including but not limited to, all pricing, specifications, formulas, prototypes, computer programs (source and/or object code) may disclose and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the other Disclosing Party, its agents and/or contractors and information learned by the Recipient from the Disclosing Party (through the “Receiving Party”) certain confidential and/or proprietary information inspection of the Disclosing Party (Party's property, that relates to Disclosing Party's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, the terms and conditions of this NDA will be considered and referred to collectively in this NDA as “Confidential Information”). The Receiving Party agrees to protect the Notwithstanding, Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindInformation, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that that: (i) is now or subsequently becomes generally known to available in the public, other than as a result public domain through no fault or breach on the part of an act or omission of the Receiving PartyRecipient; (ii) was Recipient can demonstrate in its records to have had rightfully known to the Receiving Party in its possession prior to its disclosure of the Confidential Information by the Disclosing Partydisclosing party; (iii) was lawfully received Recipient rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of any obligation owed to the Disclosing Partyconfidentiality or this undertaking; or (iv) was independently developed by is disclosed pursuant to the Receiving Party without use order or requirement of a court, administrative agency, or reliance on Confidential Information. If other governmental body; provided, however, that Recipient shall make the Receiving Party is required by applicable law or regulation best effort to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach court order or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Disclosing Party retains all right, title and interest in and to the Confidential Information in the Receiving Party’s possession or control, and all copies thereofimprovements, orenhancements and derivatives thereof and all Intellectual Property Rights thereto, at the all of which is and shall continue to be exclusively owned by Disclosing Party’s option, certify its permanent, secure destruction in writingParty and no right or license therein are granted to recipient hereunder.

Confidential Information. During the course “Confidential Information” of this Agreement, each Party (the “Disclosing Party”) may disclose a party shall mean all data and information submitted to the other Party party or obtained by the other party in connection with the transactions contemplated hereby, including information relating to a party’s customers (the “Receiving Party”) certain confidential and/or which includes, without limitation, Non-Public Personal Information as that term is defined in Securities and Exchange Commission Regulation S-P), technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information of the Disclosing Party (“Confidential Information”)information. The Receiving Party agrees to protect the All Confidential Information relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner that it as such party protects the confidentiality of its own confidential and/or or proprietary information information. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of like kindthe other party in any form to, but in no event using less than a reasonable standard of care. Except with or for the Disclosing Partyuse or benefit of, any person or entity without the other party’s prior written consent. Each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“GLBA”), which amends the Securities and Exchange Act of 1934, as it may be amended from time to time, the Receiving Party regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to any Applicable Law, or by order of any court or government agency (aprovided that the disclosing party shall give prompt notice to the non-disclosing party of such order) disclose and shall not apply with respect to information which (i) is developed by the other party without violating the disclosing party’s proprietary rights; (ii) is or use becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any Confidential Information for obligation of confidentiality; (iv) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any purpose outside confidentiality agreements entered into between the scope parties before the effective date of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (iv) is or becomes generally known to the public, other than as rightfully received by a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach free of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationconfidentiality. If the Receiving Party is required GLBA, the regulations promulgated by applicable law the Securities and Exchange Commission thereunder or regulation other Applicable Law now or hereafter in effect imposes a higher standard of confidentiality to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, such standard shall prevail over the Parties agree provisions of this Section. Client acknowledges that there can the services Pershing provides hereunder involve Client access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be no adequate remedy at law for safeguarded by Client, and that Client shall exercise reasonable care to protect Pershing’s interest in such trade secrets. Client agrees to make the Receiving Party’s proprietary nature of such systems known to those of its consultants, staff, agents or clients who may reasonably be expected to come into contact with such systems. Client agrees that any breach of its obligations under this Section, and any such breach confidentiality provision may result in irreparable harm to its being liable for damages as provided by law. This Section shall survive the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement.

Confidential Information. During the course term of this AgreementAgreement and at all times thereafter, each Party party and its officers, directors, employees, parents, subsidiaries, affiliates, Dealers and representatives, (collectively, “Representatives”), shall keep confidential and not make use of any proprietary business, financial, technical, economic, sales, and/or other types of proprietary business information, transactions and data (including all trade secrets), in whatever form, whether oral, written, or electronic (collectively the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party Each party agrees to protect the hold such Confidential Information in confidence and (i) to take all reasonable precautions to protect such Confidential Information, (ii) not to divulge any such Confidential Information or any other information derived therefrom to any third person, except such party’s Representatives who have a valid business purpose to have access to the same manner other party’s Confidential Information, except that it protects the confidentiality Corcentric shall not disclose any information relating to DTNA’s pricing policies or prices of its own confidential and/or proprietary information products and services to any employee of like kindCorcentric’s parent company, but in no event using less than a reasonable standard AmeriQuest Transportation Services, Inc., and (iii) not to make any use whatsoever at any time of caresuch Confidential Information except as may be necessary or appropriate to fulfill such party’s obligations under this Agreement. Except with the Disclosing Party’s prior written consent, the Receiving Party This restriction shall not apply to any Confidential Information that (a) disclose or use any Confidential Information for any purpose outside becomes known generally to the scope public through no fault of this Agreementthe disclosing party; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law law, legal process, or regulation any order or mandate of a court or other governmental authority to disclose be disclosed; or otherwise report Confidential Information(c) reasonably is believed by the disclosing party, it based upon the advice of legal counsel, to be required to be disclosed in defense of a lawsuit or other legal or administrative action; provided, that in the case of clauses (b) or (c), the disclosing party shall provide prompt such notice as is set forth in Section 5.2 of this Agreement. Any employee given access to any such required disclosure (Confidential Information shall be notified of the existence of the obligation to the extent legally permitted) protect same contained in this Confidential Agreement, and each party shall use reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes efforts to contest the disclosureensure compliance with this provision. Due Each party acknowledges and agrees that due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s any breach of its the obligations under this Sectionhereunder, and any such breach may result allow one party or a third party to compete unfairly resulting in irreparable harm to the Disclosing Partyother party. Therefore, upon Notwithstanding any such breach or threat thereofof the provisions of this agreement, the Disclosing Party damaged party shall be entitled to seek injunctive and other appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified from any loss or harm, including, without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the disclosing party’s obligations under this paragraph for the unauthorized use or release of any such Confidential Information. A breach of this Section shall constitute a material breach of this Agreement. The parties shall each return all confidential documents (without retaining any copies, extracts or other remedies available to itreproduction in whole or in part) upon the termination of this Agreement. Upon written request from The obligations of the Disclosing Party, the Receiving Party parties under this Article shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession survive completion or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement.

Confidential Information. Confidential Information" is defined as information that is proprietary or confidential to a Party. Such information includes, but is not limited to, a Party’s state and federal tax information, personnel social security numbers, company financial data, intellectual property, and other non-public information owned, generated, or stored by a Party. Any non-public information of any form obtained by any Party or its employees while performing this Agreement, including the results of any services provided by Palo Alto Networks, shall be deemed Confidential Information. Confidential Information shall not include information that is (a) part of or becomes part of the public domain (other than by disclosure by the receiving Party in violation of this Agreement); (b) previously known to the receiving Party without an obligation of confidentiality; (c) independently developed by the receiving Party outside this Agreement; or (d) rightfully obtained by the receiving Party from third parties without an obligation of confidentiality. Confidential Information also does not include, to the extent You or Counsel are not identified in the information, (i) Threat Actor Data, and (ii) data derived from the Services and used in an aggregated manner (“Aggregated Data”). The parties agree that Palo Alto Networks may use Threat Actor Data and Aggregated Data for Palo Alto Networks’ legitimate business purposes, including operating, providing, maintaining, developing, and improving security technologies and applicable services. During the course term of this Agreement, each Party (the “Disclosing Party”) , its employees, consultants, or agents, may disclose be exposed to the other Party (the “Receiving another Party”) certain confidential and/or proprietary information of the Disclosing Party (“’s Confidential Information”). The Receiving Each Party agrees to protect hold the Confidential Information of the disclosing Party in confidence and not to disclose such information to any third parties or to use the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose purposes outside the scope of this Agreement; . At the end of this Agreement, or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure earlier if requested by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing disclosing Party, the Receiving receiving Party shall promptly return to the Disclosing Party all Confidential Information in as instructed by the Receiving Party’s possession or control, and all copies thereof, disclosing party or, at the Disclosing Party’s option, certify its permanentshall destroy all such Confidential Information as the disclosing Party may designate, secure destruction unless such copies are retained by such Party to comply with their respective internal compliance policies only, or in writingaccordance with applicable law or regulation in which case such Party shall hold any such Confidential Information in accordance with the terms of this Agreement for as long as it maintains the Confidential Information.

Confidential Information. During Except as may be required by law, the course Over-the-Counter Bulletin Board or other regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives will disclose to any Person the existence of this Agreement, each the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party (that it may have acquired from such Party in the “Disclosing Party”) course of pursuing the transactions without the prior written consent of Acquired Corp or Parent, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (b) to comply with any applicable law or order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any action of which it is aware which may result in disclosure and uses its Reasonable Best Efforts to limit or prevent such disclosure; (c) to the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect extent that the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known available to the public, other than as a result of an act or omission public through no fault of the Receiving PartyParty or its Affiliates making such disclosure; (iid) was rightfully known to the Receiving extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to its disclosure by the Disclosing Partyreceipt of such Confidential Information; (iiie) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyextent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (ivf) was independently developed to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's Best Knowledge, is not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the Receiving Party without use of or reliance on Confidential Informationother Party. If the Receiving transactions are not consummated, each Party is required by applicable law will return or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature destroy as much of the Confidential InformationInformation concerning the other Party as the Parties that have provided such information may reasonably request. Notwithstanding the foregoing, Parent may make such public disclosure of the existence of this Agreement, the Parties agree principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that there can be no adequate remedy at law for Parent will consult with Acquired Corp prior to releasing any such public disclosure so that Acquired Corp may notify its employees of the Receiving Party’s breach transactions. Neither Acquired Corp nor any of its obligations under Affiliates will issue any press release or other public announcement related to this Section, and any such breach may result in irreparable harm to Agreement or the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon transactions without Parent's prior written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingapproval.

Confidential Information. During Subject to Section 9.3 below, the course Parties acknowledge that in connection with the performance of the services under this Agreement, each a Party (the “Disclosing Party”) may disclose to be acquiring and making use of certain confidential information and trade secrets of the other Party (the “Receiving Party”) certain which may include management reports, financial statements, internal memoranda, reports, patient records and patient lists, confidential technology and other materials, records and/or proprietary information of the Disclosing Party a proprietary nature that are otherwise not public information (“Confidential Information”). The Receiving All tangible Confidential Information materials exchanged pursuant to this Agreement (including all copies thereof), including but not limited to all documents and any other tangible thing on or in which information is recorded, shall be deemed to be “on loan” while they are in the hands of any person other than the Party agrees who first furnished the material. In order to further protect the Confidential Information, subject to Section 9.3 below, no Party shall, after the date hereof, use the Confidential Information of any other Party except in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except connection with the Disclosing Party’s prior written consentperformance of the services pursuant to this Agreement, or divulge the Receiving Party shall not (a) disclose or use any Confidential Information for to any purpose outside Person, unless the scope other Parties consent in writing or such use or divulgence or disclosure is required by law. The Parties acknowledge and agree that, as a state agency subject to the PIA, UT is required to retain one copy of Confidential Information materials received by UT under this Agreement (“Retention Obligation”). Subject to Section 9.3 below and the Laws of the State, all originals of such Confidential Information shall be returned, upon request, at any time to the Party who furnished them and, subject to UT’s Retention Obligation, all copies thereof shall be destroyed at that time. At the conclusion of this Agreement; or (b) disclose or make the , all original tangible Confidential Information available materials exchanged pursuant to any party, except on a “need to know” basis this Agreement shall be returned to the Receiving PartyParty who furnished them and, subject to UT’s employeesRetention Obligation, contractorsall copies thereof shall be destroyed. Without limiting other possible remedies for the breach of this covenant, subject to the above provisions of this Section 9.2 and in Section 9.3 below, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission Laws of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential InformationState, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach injunctive or threat thereof, the Disclosing Party other equitable relief shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from enforce this covenant, such relief to be without the Disclosing Partynecessity of posting a bond, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession cash or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingotherwise.

Confidential Information. During Each of the course Parties recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of this Agreementwhich could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party Parties covenants and agrees with PubCo that it will not (“Confidential Information”). The Receiving Party agrees to protect and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information in the same manner that known to it protects the confidentiality of its own confidential and/or proprietary information of like kindto any third party, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not unless (a) disclose or use any Confidential Information for any purpose outside such information becomes known to the scope public through no fault of this Agreement; or such Party, (b) disclose disclosure is required by applicable Law or make court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the Confidential Information sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to any partysuch Party before, except on or after the Effective Date, without restriction, from a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that source (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (iiPubCo) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without any breach of any obligation owed duty to the Disclosing Party; PubCo or (ivd) such information was independently developed by such Party or its Representatives without the Receiving Party without use of or reliance on Confidential Information. If Notwithstanding the Receiving foregoing, nothing in this Investor Rights Agreement shall prohibit any Party is required by applicable law from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice shareholder of such required disclosure (Party; provided that such Person shall be bound by an obligation of confidentiality with respect to the extent legally permitted) such Confidential Information and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled responsible for any breach of this Section 4.14 by any such Person. No Confidential Information shall be deemed to seek injunctive and other appropriate equitable relief in addition be provided to any other remedies available to it. Upon written request from the Disclosing Person, including any Affiliate of any Party, the Receiving Party shall return to the Disclosing Party all unless such Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingis actually provided to such Person.

Confidential Information. During the course Term of this Letter Agreement, each Party the parties will exchange certain information of a sensitive, proprietary, and/or confidential nature (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees Such Confidential Information, irrespective of the form of communication, shall mean: (i) any information, data, documents, or other materials of any kind or nature related in any way to protect the Confidential Information other party, from any source or for any reason, including, without limitation, as acquired by in the same manner that it protects course of contact between the confidentiality of its own confidential and/or proprietary parties; (ii) any information of like kindrelating to the other party’s business affairs or operations, including, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentnot limited to its agents, the Receiving Party shall not (a) disclose affiliates, attorneys, or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinrepresentatives. Confidential Information shall not include any information that which (i) is or becomes generally known available to the public, public other than as a result of a disclosure by the recipient of such Confidential Information or an act agent or omission representative of the Receiving Party; such recipient, (ii) was rightfully known available to the Receiving Party recipient on a non-confidential basis prior to its disclosure by either of the Disclosing Party; parties hereto, (iii) was lawfully received becomes available to the recipient on a non-confidential basis from some unrelated third-party source, provided that such source is not bound by a third party without confidentiality agreement with respect to the Confidential Information or otherwise prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation. The parties agrees not to disclose any Confidential Information belonging to the other or use any Confidential Information belonging to the other for their own use, or for any other purpose, except as necessary to perform their respective duties and obligations hereunder. The parties agree that the breach of any obligation owed this provision by would cause irreparable damage to the Disclosing Party; non-breaching party for which monetary damages would not adequately compensate, and would therefore by itself not constitute an adequate remedy for any such breach. The parties therefore agree that the non-breaching party shall be entitled, in addition to any rights and remedies it may have at law or (iv) was independently developed by in equity, to an injunction enjoining and restraining the Receiving Party without use disclosing party from violating the provisions hereof. While in possession or control of Confidential Information, or reliance on any media embodying same, Xxxx shall take reasonable efforts to keep such Confidential Information reasonably inaccessible from persons who are not otherwise authorized to view the Confidential Information. If the Receiving Party Xxxx is requested or required (by applicable law oral questions, interrogatories, requests for information or regulation documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, Xxxx shall provide Xxxxxxx X. Xxxxxxx with prompt written notice of such request or requirement so that MVP may seek a protective order or other appropriate remedy and/or waive compliance with the Parties agree provisions of this Agreement. Notwithstanding any other provision of this Agreement, Xxxx hereby acknowledges that there can be no adequate remedy at law for MVP owns the Receiving Party’s breach of its obligations under this Sectionexclusive right, title and any such breach may result interest in irreparable harm and to the Disclosing Party. ThereforeConfidential Information and the intellectual property embodied in, relating to, based upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to itarising from Confidential Information. Upon written request from the Disclosing Partytermination of this Agreement, the Receiving Party for any reason whatsoever, Xxxx shall return to the Disclosing Party MVP all Confidential Information Information, in whatever media including, without limitation, all papers, drawings, notes, memoranda, manuals, specifications, designs, devices, code, e-mail, documents, diskettes, tapes and any other material. Xxxx shall also return any keys, access cards and other property and equipment belonging to MVP and/or any of MVP’s affiliates. Xxxx hereby acknowledges and agrees that all data and information stored on or transmitted using MVP owned or leased equipment is the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingproperty of MVP.

Confidential Information. During Each of InnoCare and XxxxXxxx, as the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use, disclose, or otherwise provide access to Confidential Information of the other Party except as reasonably necessary to fulfill such Party’s obligations or exercise its rights under this Agreement. Each Party agrees to take reasonable steps to protect the other Party’s Confidential Information in from unauthorized use or disclosure. The foregoing confidentiality, non-use, and non-disclosure obligations of the same manner Parties shall not apply to that it protects the confidentiality portion of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, Confidential Information which the Receiving Party shall not can establish by competent proof was: (a) disclose or use any Confidential Information for any purpose outside known to it at the scope time of this Agreement; or disclosure hereunder, (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally publicly known to the public, other than as a result of an act or omission through any fault of the Receiving Party; , (iic) was rightfully known to in its possession at the Receiving Party prior to its time of disclosure by the Disclosing Party; hereunder, (iiid) was lawfully received by it on a non-confidential basis from a third party without breach of any obligation owed to Third Party who did not obtain such information either directly or indirectly from the Disclosing Party; , or (ive) was subsequently and independently developed by or on behalf of the Receiving Party without use of or reliance on reference to Disclosing Party’s Confidential Information. If Without limiting the foregoing, the Receiving Party may not, without the prior written permission of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any Third Party except to the extent disclosure (i) is required by applicable law or regulation Applicable Law (including as permitted by Section 11.5); (ii) is made in accordance with the terms of this Agreement to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for exercise the Receiving Party’s breach of rights or fulfill its obligations under this Section, and hereunder; or (iii) is necessary for the conduct of the Clinical Study; provided that before making any such breach may result in irreparable harm disclosure pursuant to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partyclause (i), the Receiving Party shall return provide reasonable advance notice to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at sufficient to allow the Disclosing Party’s optionParty the opportunity to seek a protective order or other appropriate remedy and/or waive compliance, certify its permanentin whole or in part, secure destruction in writingwith the terms of this Agreement. Each Party shall have the right to disclose this Agreement to actual or potential investors, lenders, advisors, collaborators, acquirers and licensees as it reasonably necessary for due diligence purposes, provided that each such recipient is subject to obligations of confidentiality, non-use and non-disclosure at least as protective of such information as this Article 11.

Confidential Information. During From time to time during the course of this AgreementTerm, each either Party (the “Disclosing Party”) may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”). The Receiving Party agrees to protect the Confidential Information in does not include information that, at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not disclosure is: (a) disclose or use any Confidential Information for any purpose outside in the scope public domain; (b) known to the receiving Party at the time of this Agreementdisclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (bd) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving receiving Party. The receiving Party without use shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or reliance on Confidential Informationother governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. If On the Receiving expiration or termination of the Agreement, the receiving Party is required by applicable law shall promptly return to the disclosing Party all copies, whether in written, electronic, or regulation to disclose other form or otherwise report media, of the disclosing Party’s Confidential Information, it shall provide prompt notice of or destroy all such required disclosure (copies and certify in writing to the extent legally permitted) disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and reasonable assistance, at will expire five years from the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due date first disclosed to the unique nature of the Confidential Informationreceiving Party; provided, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionhowever, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the Receiving Party’s possession termination or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexpiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Confidential Information. During the course For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each Party (a “Party” and collectively the “Disclosing PartyParties”) may disclose or their respective affiliates provided to the other Party (party during the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope term of this Agreement; or (b) disclose or make the Confidential Information available , including, but not limited to any partyconfidential customer lists, except on information relating to customer accounts, and other proprietary and confidential information related to a “need to know” basis to the Receiving Party’s employeesbusiness or customers, contractorsor owned by a Party’s customers; provided, and agents however, that have signed an agreement containing non-disclosure and non-use provisions substantially similar nothing in this paragraph or otherwise shall be deemed to those set forth hereinprohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without limitation, the general public, any segment thereof or any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information The term “Proprietary Information” shall not include any information that (i) is information lawfully in the possession of a Party or becomes generally known its affiliates prior to its receipt from the public, other than as a result Party and without obligation of an act or omission of the Receiving Partyconfidentiality; (ii) was rightfully known to information which, without any fault of the Receiving Party prior to its disclosure by other Party, is or becomes available in the Disclosing Partypublic domain; (iii) was lawfully received from information subsequently disclosed on a non-confidential basis by a third party without breach of any obligation owed to not known by the Disclosing Partydisclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) was information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party without gains any ownership of the other Party’s Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or reliance use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Section on Confidential Information. If the Receiving Party is required by applicable law Information will survive any expiration or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature termination of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingAgreement.

Confidential Information. During Each Party agrees that it shall treat in confidence all documents, materials and other information that it obtains regarding the other Party during the course of (a) the negotiations leading to the execution of, and consummation of the transactions contemplated in, this Agreement (whether obtained before or after the date of this Agreement) or (b) the investigation provided for in, each Party (and the “Disclosing Party”) may disclose to the preparation of, this Agreement and other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party related documents (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in shall not be communicated to any third party (other than the same manner that it protects the Parties’ respective counsel, accountants, financial advisors, or other agents or representatives, each of whom also should be bound to confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except by agreement with the Disclosing Party’s prior written consent, the Receiving retaining Party).82 No Party shall not (a) disclose or use any Confidential Information in any manner whatsoever except solely for any purpose outside purposes related to the scope of transaction contemplated by this Agreement; or (b) disclose or make the . The obligation of each Party to treat Confidential Information available in confidence shall not apply to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ia) is or becomes generally known available to the publicParty, other than in 80 The copies typically go to the parties’ counsel. 81 See supra note 80. 82 Each party should make these arrangements with its own counsel, accountants, financial advisors, or other agents or representatives, as necessary. violation of a confidentiality obligation to the other Party, from a source other than that Party or its counsel, accountants, financial advisors, or other agents or representatives; (b) is or becomes available to the public other than as a result of an act disclosure by that Party or omission of the Receiving Partyits counsel, accountants, financial advisors, or other agents or representatives; (iic) was rightfully known is required to be disclosed by the Party under applicable law or judicial process, but only to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyextent it must be so disclosed; or (ivd) was independently developed as to which the Party reasonably deems disclosure necessary after consultation with the other Party to obtain any of the consents or approvals contemplated by the Receiving Party without use of or reliance on Confidential Informationthis Agreement. If the Receiving transactions contemplated in this Agreement are not consummated, each Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall will return to the Disclosing other Party all copies of nonpublic Confidential Information that have been furnished to it by the other Party or its counsel, accountants, financial advisors, or other agents or representatives in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconnection with this Agreement.

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect the be Confidential Information in due to the same manner that it protects nature of the confidentiality information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by NT (or its agents), performance information relating to the Software, and the terms of its own confidential and/or proprietary information this Agreement shall be deemed Confidential Information of like kind, but in no event using less than a reasonable standard of careNT without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Without limiting the foregoing, Customer shall ensure that its Procurement Agent is subject to written confidentiality terms that are no less protective of NT than the terms of this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) disclose was rightfully in its possession or use any known to it prior to receipt of the Confidential Information for any purpose outside the scope of this AgreementInformation; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iic) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to itit might have at law. Upon written request from the Disclosing PartyFor clarity, the Receiving Party shall return above confidentiality restrictions do not apply to the Disclosing Party all Confidential Information in the Receiving PartyCustomer’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinguse of Work Product.

Confidential Information. During From time to time during the course of this AgreementTerm, each either Party (the “Disclosing Party”) may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that is marked, designated, or otherwise identified as "confidential" (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“collectively, "Confidential Information”"). The Receiving Party agrees to protect the Confidential Information in does not include information that, at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not disclosure is: (a) disclose or use any Confidential Information for any purpose outside in the scope public domain; (b) known to the receiving Party at the time of this Agreementdisclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (bd) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving receiving Party. The receiving Party without use shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or reliance on Confidential Informationother governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. If On the Receiving expiration or termination of the Agreement, the receiving Party is required by applicable law shall promptly return to the disclosing Party all copies, whether in written, electronic, or regulation to disclose other form or otherwise report media, of the disclosing Party's Confidential Information, it shall provide prompt notice of or destroy all such required disclosure (copies and certify in writing to the extent legally permitted) and reasonable assistance, at the Disclosing disclosing Party that such Confidential Information has been destroyed. Each Party's cost, if obligations of non-disclosure with regard to Confidential Information are effective as of the Disclosing Party wishes to contest Effective Date and will expire five years from the disclosure. Due date first disclosed to the unique nature of the Confidential Informationreceiving Party; provided, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionhowever, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the Receiving Party’s possession termination or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexpiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Confidential Information. During the course of this Agreement, each 10.1 Each Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, personal data, technical and financial information it obtains from the disclosing party (“Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Customer Data, pricing information, Sysdig Technology, Beta Releases (including the existence of), performance information relating to the Services, Introductory SaaS Service or Beta Releases, and the terms and conditions of this Agreement shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of carewithout any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties and (a2) disclose or not use any Confidential Information for any purpose outside the scope of other than fulfilling its obligations and exercising its rights under this Agreement; or (b) . The Receiving Party may disclose or make the Confidential Information available to any partyits employees, except on agents, contractors and other representatives having a “legitimate need to know” basis , provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information confidentiality obligations shall not include any apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.;

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitutes the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Tools and any updates, upgrades, modifications, derivatives, specifications, technical guides, or other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careXxxxxx without any marking or future designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Information. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information nondisclosure obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to itCustomer all Customer Materials then in its possession. Upon written request from Xxxxxx will retain Customer Materials for 30 days following termination or expiration. Once 30 days have elapsed, Xxxxxx will permanently delete the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingCustomer Materials.

Confidential Information. During The parties hereby covenant and agree to maintain confidential all Confidential Information relating to the course other party or any of such other party’s Subsidiaries. Without limiting the generality of the foregoing, each party shall cause its employees and agents to exercise the same level of care with respect to Confidential Information relating to the other party or any of its Subsidiaries as it would with respect to proprietary information, materials and processes relating to itself or any of its Subsidiaries. “Confidential Information” shall mean all information, materials and processes relating to a party or any Subsidiary of such party obtained by the other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) relating to, arising out of or in connection with the Services rendered or to be rendered hereunder and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to employees, vendors, customers, products, financial performance and projections, processes, strategies and systems but shall not include (i) information which becomes generally available to the public other than by release in violation of the provisions of this Section 7.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, each Party provided the party in question reasonably believes that such source is not or was not bound to hold such information confidential and (the “Disclosing Party”iii) may disclose to information acquired or developed independently by a party without violating this Section 7.01 or any other confidentiality agreement with the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careparty. Except with the Disclosing Party’s prior written consentconsent of the other party, each party will use the Receiving Party shall not (a) disclose or use any other party’s Confidential Information only in connection with the performance of its obligations hereunder and each party shall use commercially reasonable efforts to restrict access to the other party’s Confidential Information to those employees of such party requiring access for the purpose of providing Services hereunder. Notwithstanding any purpose outside the scope provision of this Agreement; or (b) Section 7.01 to the contrary, a party may disclose or make such portion of the Confidential Information available to any party, except on a “need to know” basis relating to the Receiving Party’s employeesother party to the extent, contractorsbut only to the extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a Governmental Authority; provided that the disclosing party first notifies the other party hereto of such requirement and agents allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that have signed an agreement containing money damages would not be a sufficient remedy for any breach of the provisions of this Section 7.01 and that the non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third breaching party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information a court of law in the Receiving Party’s possession event of, or controlto prevent, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinga breach or threatened breach of this Section 7.01.

Confidential Information. During the course of this Agreement, each Party All technology and know-how disclosed by one party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information licenses granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party at the time of this Agreement; or (b) disclose or make its receipt and, not through a prior disclosure by the Confidential Information available to any partyDisclosing Party, except on a “need to know” basis to as documented by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that business records; (ib) is or becomes generally known to in the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non-confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Within thirty (30) days after any expiration or termination of its obligations under this SectionAgreement, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or controlsurviving obligations under this Agreement. The confidential obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or Quad, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and all copies thereof, or, at non-disclosure set forth in the Disclosing Party’s option, certify its permanent, secure destruction in writingJapan Tobacco Agreement.

Confidential Information. During Each of Recipient (and its Affiliates) and Provider (and its Affiliates) (in such capacity, the course “Receiving Party”) shall use the same standard of this Agreement, each care to prevent the public disclosure and dissemination of the Confidential Information of the other Party (in such capacity, the “Disclosing Party”) may disclose as the Receiving Party uses to the other protect its own comparable Confidential Information. “Confidential Information” of Disclosing Party (the “Receiving Party”) certain confidential and/or proprietary means confidential, non-public marketing plans, product plans, business strategies, financial information, forecasts, Personal Information, Highly Sensitive Information, customer lists and customer data, technical documents and information of and any similar confidential, non-public materials and information, regarding the Disclosing Party (“Confidential Information”). The and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party agrees under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, in each case to protect the extent expressly marked in writing as “Confidential,” or, if disclosed orally, identified as confidential at the time of disclosure and set forth or summarized in a written document expressly marked as “Confidential” delivered to the Receiving Party no later than thirty (30) days after the date of the initial oral disclosure thereof, or, if not so marked or identified as “Confidential,” shall nevertheless be regarded as Confidential Information if a reasonable person under the circumstances would know that such information or materials are considered confidential information by the Disclosing Party. Notwithstanding the foregoing, (a) Confidential Information may be disclosed on an as needed basis to personnel or subcontractors (in the same manner that it protects case of Provider, solely as permitted pursuant to Section 3.3) of the confidentiality Receiving Party solely as and to the extent required for the purpose of fulfilling the Receiving Party’s obligations or exercising the Receiving Party’s rights under any Transaction Document (including, in the case Recipient and its Subsidiaries, its rights to contract with other Persons for the procurement or provisions of services for the benefit of Recipient comparable to the Services pursuant to Section 2.6), and (b) nothing in this Agreement shall be deemed to prevent Recipient or any of its own confidential and/or proprietary information Subsidiaries from engaging in the businesses of like kindRecipient and such Subsidiaries. Nonetheless, but in no event using less than a reasonable standard each Receiving Party (x) shall limit the disclosure of care. Except with the Disclosing Party’s prior written consent, Confidential Information to third Persons to what is necessary for a reasonable purpose in the conduct of the business of the Receiving Party and its Subsidiaries and (y) shall not (a) disclose or use any Confidential of the Disclosing Party’s Highly Sensitive Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any partythird Persons, except on a “need to know” basis user data to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information extent that (i) disclosure of such data is or becomes generally known required for the purpose of engaging a third Person to provide services comparable to the publicServices (provided that such third Person shall not use such data for any other purpose), other than as a result of an act or omission of the Receiving Party; (ii) disclosure of such data to such third Person in accordance with this Agreement does not violate the terms of use or terms of service under which such data was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; collected, and (iii) was lawfully received from a disclosure of such data to such third party without breach Person in accordance with this Agreement does not violate applicable Law. Each Receiving Party shall take all reasonable steps to ensure that any such Confidential Information of Disclosing Party disclosed to any obligation owed to the Disclosing Party; Personnel or (iv) was independently developed subcontractors in accordance with this Section 9.1 is treated as confidential by the Receiving Party without use of or reliance on Confidential Information. If Personnel and subcontractors to whom it is disclosed, and shall require the Receiving Party is required by applicable law or regulation foregoing to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature enter into an agreement which imposes confidentiality obligations no less protective of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations Information than those imposed under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingAgreement.

Confidential Information. During the course Term hereof and thereafter, the Distributor agrees to keep secret all Confidential Information and will take all steps and institute any internal secrecy procedures which may be necessary to maintain the secrecy of the Confidential Information and further agrees that it shall not use the Confidential Information except as required in connection with the performance of its obligations under this Agreement. Distributor shall cause its directors, officers, employees, affiliates, partners, members, managers, advisors, agents and representatives to comply with the terms of this Article 9 to the same extent as if they were parties hereto, and the Distributor shall be responsible for any breach of such terms by any such persons. Upon termination of this Agreement, each Party (Distributor shall immediately cease to use the “Disclosing Party”) may disclose Confidential Information and shall promptly return to the Corporation all documents, copies and other Party (materials in its possession or control which in any way embody or evidence the “Receiving Party”) certain confidential and/or proprietary information of Confidential Information. As used herein, the Disclosing Party (term “Confidential Information”). The Receiving Party agrees ” shall mean all information, including technical information, know-how and other proprietary data and information, disclosed to protect the Confidential Information Distributor or otherwise acquired by the Distributor in the same manner that it protects the confidentiality connection with its performance of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of obligations under this Agreement; , concerning or (b) disclose relating in any way to the markets, customers, products, intellectual property, procedures, plans, operating experience, marketing strategies, organization, employees, financial conditions or make plans or business of the Confidential Information available to any partyCorporation, its subsidiaries or affiliates, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any for such knowledge or information that which: (i) is or later becomes generally publicly known to under circumstances involving no breach of this Agreement by the public, other than as a result of an act or omission of the Receiving PartyDistributor; (ii) was rightfully already known to the Receiving Party prior to its disclosure by Distributor at the Disclosing Partytime it received the information or knowledge; (iii) was lawfully received from is made available to the Distributor by a third party without secrecy obligation and without breach of any obligation owed its obligations to the Disclosing PartyCorporation; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party Distributor is required by applicable law or regulation to disclose or otherwise report Confidential Informationdivulge, it shall provide prompt provided that Distributor has given the Corporation prior written notice of such required disclosure (requirement and a reasonable opportunity to the extent legally permitted) and reasonable assistanceseek, at its sole cost and expense, an appropriate protective order or other remedy, after which the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Distributor shall be entitled permitted to seek injunctive and other appropriate equitable relief in addition disclose only such portion of such information which is still required to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingbe disclosed.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)” means either party’s business and/or technical information, pricing, discounts and any other information or data, regardless of whether in tangible or other form if marked or otherwise expressly identified in writing as confidential. The Receiving Party agrees to protect the Information communicated verbally will qualify as Confidential Information in if designated as confidential or proprietary at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinsummarized in writing within 30 days after disclosure. Confidential Information shall not include any excludes information that that: (i) is or becomes generally known to the public, publicly available other than as a result of by an act or omission of the Receiving Partyreceiving party; (ii) was rightfully known to the Receiving Party prior subsequent to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination and disclosure; (iii) was known by the receiving party prior to its receipt and was not received from a third party in breach of any obligation owed to the Disclosing Partythat third party’s confidentiality obligations; or (iv) was independently developed by the Receiving Party receiving party without use of or reliance on the disclosing party’s’ Confidential Information. If the Receiving Party ; or (v) is required to be disclosed by applicable law court order or regulation other lawful government action, but only to disclose or otherwise report the extent so ordered, provided the receiving party provides prompt written notification to the disclosing party of the pending disclosure so the disclosing party may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, the receiving party will provide reasonable assistance to the disclosing party should the disclosing party attempt to obtain a protective order. Each party will protect the secrecy of all Confidential Information received from the other party with the same degree of care as it uses to protect its own Confidential Information, it shall provide prompt notice but in no event with less than a reasonable degree of such required disclosure (to care. Neither party will use or disclose the extent legally permitted) other party’s Confidential Information except as permitted in this Section or for the purpose of performing obligations under this Agreement. The confidentiality obligations of each party will survive expiration or termination of the Agreement. Upon termination of the Agreement, each party will cease all use of the other party’s Confidential Information and reasonable assistancewill promptly return, or at the Disclosing Party's costother party’s request destroy, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the all Confidential Information, the Parties agree including copies, in tangible form in that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Partyparty’s possession or under its control, and all copies thereofincluding Confidential Information stored on any medium. Upon request, or, at the Disclosing Party’s option, a party will certify in writing its permanent, secure destruction in writingcompliance with this Section.

Confidential Information. During Each of Holder and Borrower agrees not to use any Confidential Information of the course other party disclosed to it, for its own use or use by any other person or for any purposes except to carry out, perform and enforce its obligations under agreements between Holder and Borrower, and not to disclose any such Confidential Information except to employees (or consultants subject to confidentiality provisions similar to this Section 7) who are required to have such information in order to carry out, perform or enforce such obligations. Borrower and Holder will take all reasonable measures to protect the secrecy and avoid disclosure or use of Confidential Information in order to prevent it from entering the public domain or possession of persons other than those persons authorized hereunder to have any such information, which measures shall include, without limitation, the highest degree of care that each utilizes to protect its own confidential information of a similar nature. Either party shall notify the affected party promptly in writing of any misuse or misappropriation of Confidential Information which may come to such party's attention. For purposes of this section, "Confidential Information" means (i) the terms of this Agreement, each Party the Secured Promissory Note and Security Agreement and accompanying transactions (the “Disclosing Party”provided, however, that said Agreement, Secured Promissory Note and Security Agreement may be disclosed to a party having a secured position with Borrower prior to that of Holder), as well as (ii) may disclose any proprietary information, technical data, trade secrets or know-how, including, without limitation, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulae, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business or technological information disclosed by either party to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“either directly or indirectly. "Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality " of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall disclosing party does not include any information that which: (i) is or becomes generally known to the public, other than as a result receiving party at the time of an act or omission of the Receiving Partydisclosure; (ii) was rightfully has become publicly known to through no wrongful act of the Receiving Party prior to its disclosure by the Disclosing Partyreceiving party; (iii) was lawfully has been rightfully received by the receiving party from a third party without restriction on disclosure and without breach of any obligation owed to agreement with the Disclosing Partydisclosing party; or (iv) was has been independently developed by the Receiving Party without receiving party as evidenced by appropriate documentation; (v) has been approved for release by written authorization executed by an authorized officer of the disclosing party; (vi) is required to be disclosed by the receiving party pursuant to a requirement of law; or (vii) (A) is not provided in writing or on magnetic media, or (B) if provided orally, is not confirmed in writing to be confidential within fifteen (15) days after disclosure. Should Borrower wish to disclose the specific terms of this Agreement or the other Loan Documents to a potential investor or investors, it shall first obtain written consent to such disclosure from Holder, which consent shall not be unreasonably withheld with respect to bona fide potential investors. Each party acknowledges that the other's Confidential Information is unique property of extreme value to the other party, and that unauthorized use or disclosure thereof would cause the other party irreparable harm that could not be compensated by monetary damages. Accordingly, each party agrees that the other will be entitle to injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of or reliance on the other party's Confidential Information. If Nothing in this Section 7 is intended to supersede any existing agreement between the Receiving Party is required parties under which confidential technical or market information has or may be given by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (one party to the extent legally permitted) and reasonable assistanceother. As to matters not covered by such existing agreements, at this Section 7 shall control in the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due absence of any specific agreement to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingcontrary.

Confidential Information. During the course of this Agreement, each Party All technology and know-how disclosed by one party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information licenses granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party at the time of this Agreement; or (b) disclose or make its receipt and, not through a prior disclosure by the Confidential Information available to any partyDisclosing Party, except on a “need to know” basis to as documented by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that business records; (ib) is or becomes generally known to in the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non-confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Within thirty (30) days after any expiration or termination of its obligations under this SectionAgreement, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or controlsurviving obligations under this Agreement. The confidential obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or Quad, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED subject to the obligations of confidentiality and all copies thereof, or, at non-disclosure set forth in the Disclosing Party’s option, certify its permanent, secure destruction in writingJapan Tobacco Agreement.

Confidential Information. During the course term hereof and thereafter, each party agrees to keep secret all Confidential Information of the other and to take all steps and institute any internal secrecy procedures which may be necessary to maintain the secrecy of the Confidential Information of the other and further agrees that it shall not use the Confidential Information except in connection with the performance of its obligations under this Agreement. Upon termination of this Agreement, each Party (party shall immediately cease to use the “Disclosing Party”) may disclose Confidential Information of the other and shall return to the other Party (all documents and copies in its possession or control which in any way embody or evidence the “Receiving Party”) certain confidential and/or proprietary Confidential Information. As used herein, the term "Confidential Information" shall mean all information disclosed to a party or otherwise acquired by a party in connection with the other party Agreement, concerning or relating in any way to the markets, customers, Products, procedures, plans, operating experience, marketing strategies, organization, employees, financial conditions or plans or business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees other party, its subsidiaries or Affiliates, provided that same is marked as "Confidential" at the time of Ciralight Global, Inc. International Distribution Agreement disclosure or should otherwise reasonably ought to protect be treated as confidential given its nature and the Confidential Information in the same manner that it protects the confidentiality circumstances of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any partydisclosure, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any for such knowledge or information that which: (i) is or later becomes generally publicly known to under circumstances involving no breach of this Agreement by the public, other than as a result of an act or omission of the Receiving Partyreceiving party; (ii) was rightfully already known to the Receiving Party prior to its disclosure by receiving party at the Disclosing Partytime it received the information or knowledge; (iii) was lawfully received from is made available to the receiving party by a third party without secrecy obligation and without breach of any obligation owed its obligations to the Disclosing Partydisclosing party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party receiving party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdivulge.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may Each party agrees not to disclose to third parties or employees without a need to know, information received from the other Party (party which has been identified as proprietary or confidential, or which by the “Receiving Party”) certain confidential and/or proprietary information nature of the Disclosing Party circumstances surrounding disclosure, should in good faith be treated as proprietary or confidential (collectively “Confidential Information”). The Receiving Party agrees to protect Both parties agree that it shall treat and safeguard the Confidential other party’s Information in with the same manner that it protects the confidentiality standard of care employed for its own confidential and/or proprietary information of like kind, but Information and shall in no event using employ less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party The foregoing confidentiality obligations shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any partyapply when, except on a “need to know” basis after and to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential extent the Information shall not include any information that disclosed: (i) is now, or becomes hereafter becomes, generally known available to the public, other than as a result of an act or omission public through no fault of the Receiving Partyreceiving party or its employees, agents, or contractors; (ii) was rightfully known already in possession of the receiving party without restriction as to confidentiality at the Receiving Party prior to its time of disclosure as evidenced by the Disclosing Partycompetent written records; (iii) was lawfully is subsequently received by the receiving party from a third party without breach of restriction and without breaching any confidential obligation owed to between the Disclosing Partythird party and the disclosing party hereunder; or and (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required to be disclosed by applicable law law, rule, or regulation to disclose or otherwise report Confidential Informationcourt order, it in which case receiving party shall provide prompt notice promptly notify disclosing party of such required disclosure, take all reasonable steps to limit the scope of such disclosure, and provide disclosing party with an opportunity to comment on such proposed disclosure. All Information shall remain the property of the disclosing party and disclosure (shall not be construed as a grant of any license of the Information to the extent legally permitted) and reasonable assistance, at receiving party. In the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree event that there can be no adequate remedy at law for the Receiving Party’s either party should breach any of its obligations responsibilities under this Section, and any or in the event that such a breach may result in irreparable harm appears to the Disclosing Party. Therefore, upon any such breach or threat thereofbe an imminent possibility, the Disclosing Party non-breaching party shall be entitled to seek all legal and equitable remedies, including, without limitation, issuance of injunctive orders restraining the breaching party, its employees, agents or independent contractors, from committing such breach. The foregoing obligations of confidentiality and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from use shall continue for five (5) years after the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement.

Confidential Information. During From time to time during the course Term and for a period of this Agreementfive years after the Term has ended, each Party Elastisys and Customer may not disclose or make available to third parties the other party's business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that at the “Disclosing Party”time of disclosure is: (a) may disclose in the public domain; (b) known to the other Party receiving party; (c) rightfully obtained by the “Receiving Party”receiving party on a non-confidential basis from a third party; or (d) certain confidential and/or proprietary information of independently developed by the Disclosing Party (“Confidential Information”)receiving party. The Receiving Party agrees receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the same manner foregoing, each party may disclose ConfidentialInformation to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable standard effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of care. Except non-disclosure with regard to Confidential Information are effective as of the Disclosing Party’s prior written consentdate such Confidential Information is first disclosed to the receiving party and will expire as set forth above; provided, the Receiving Party shall not (a) disclose or use however, with respect to any Confidential Information for any purpose outside the scope that constitutes a trade secret (as determined under applicable law), such obligations of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. will survive the termination or expiration of this Agreement for as long as such Confidential Information shall not include any information that (i) is or becomes generally known remains subject to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by trade secret protection under applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During Supplier and Toyota each acknowledge that they may be furnished with, receive, or otherwise have access to information of or concerning the course of this Agreementother Party or its affiliates which such Party considers to be confidential, each a trade secret, or otherwise restricted. As used herein, “Confidential Information” means all information, in any form, furnished or made available directly or indirectly by one Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain which is marked confidential, restricted, or with a similar designation. Confidential Information also will include, whether or not marked confidential and/or proprietary or restricted, (i) the Purchase Order; (ii) any personally identifiable information or financial information of the any customer of Disclosing Party or its affiliates; (“Confidential Information”). The Receiving iii) all information concerning the operations, affairs, finances, technologies, strategies, intellectual property and business of Disclosing Party agrees to protect or its affiliates, and the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindcustomers, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractorsdealers and service providers of Disclosing Party or its affiliates, and agents that have signed an agreement containing non-disclosure (iv) Toyota Data and non-use provisions substantially similar to those set forth NPPI, each as defined herein. Confidential Information shall does not include any information that that: (ia) is or becomes generally known to the public, other than as a result of an act or omission public through no fault of the Receiving Party; (iib) was rightfully is already known to the Receiving Party prior to its receipt or becomes known to the Receiving Party by disclosure from a third party who has a lawful right to disclose the information; (c) is known to the Receiving Party from its own independent development without reference to the Confidential Information of the Disclosing Party, as reasonably established by the Receiving Party; or (d) is authorized to be disclosed by prior written consent of the Disclosing Party; (iii) was lawfully received from a third party without breach of provided, however, that the foregoing exclusions will not in any obligation owed event apply to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on NPPI, which information will always be deemed Toyota’s Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this AgreementAgreement Term, each Party (the “Disclosing Party”) may disclose to the other Party proprietary information, materials and technical, business and strategic information considered as and marked “confidential”, relating to and including but not limited to MORPHOSYS Technology, Research Data, Research Inventions, Research Materials and Licensed Products (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”). The Receiving For a period of [***] years after the receipt of any such Confidential Information, except as expressly permitted hereunder, the receiving Party agrees to protect the shall keep confidential all such Confidential Information in of the same manner other Party and will not disclose such Confidential Information of the other Party to Third Parties by publication or otherwise, except that it protects either Party may disclose the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing other Party’s prior written consentConfidential Information, the Receiving Party shall not (a) disclose as needed, to its legal or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any partyfinancial advisors, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure under appropriate confidentiality and non-use provisions substantially similar restrictions. ONCOMED shall be able to those set forth herein. disclose Confidential Information shall to its Affiliates and Sublicensees on a need to know basis for the performance of this Agreement, provided that such Affiliates and Sublicensees are bound by substantially equivalent confidentiality obligations as ONCOMED hereunder. Each Party further agrees not include to use Confidential Information of the other Party for any information that (i) is or becomes generally known to the public, purpose other than as a result conducting research hereunder or exercising any rights granted to it or reserved by it hereunder. For the sake of an act clarity, MORPHOSYS agrees not to use Research Data, Research Inventions or omission Research Materials for any purpose other than conducting any activities permitted under Article 3 or Section 10.4(a) or 10.4(b). Upon termination or expiration of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. ThereforeAgreement, upon any such breach or threat thereofrequest, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving each Party shall return to the Disclosing other Party all copies of any of the requesting Party’s Confidential Information in which is not the Receiving subject of a license granted hereunder. Notwithstanding the foregoing, it is understood and agreed that the receiving Party’s possession or controlobligations of confidentiality and nonuse herein shall not apply to any information which, as can be demonstrated by competent proof: [***] Certain information in this document has been omitted and all copies thereof, or, at filed separately with the Disclosing Party’s option, certify its permanent, secure destruction in writingSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidential Information. During the course By virtue of this Agreement, each Party (the “Disclosing Party”) party may disclose have access to information that is confidential to the other Party (the “Receiving Party”) certain confidential and/or proprietary information party. "Confidential Information" shall consist of the Disclosing Party Application, Documentation, the terms and pricing under this Agreement, and all information clearly identified as confidential at the time of disclosure (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information or, in the same manner that it protects case of information disclosed orally, within thirty (30) days of the confidentiality date of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereindisclosure). Confidential Information shall not include any information that that: (i) is or becomes generally known to a part of the public, other than as a result of an public domain through no act or omission of the Receiving Partyother party; (ii) was rightfully known in the other party's lawful possession prior to the Receiving Party prior to its disclosure and had not been obtained by the Disclosing Partyother party either directly or indirectly from the disclosing party; (iii) was is lawfully received from disclosed to the other party by a third party without breach of any obligation owed to the Disclosing Partyrestriction on disclosure; or (iv) was is independently developed by the Receiving Party other party. HSNS shall not disclose the results of any Application benchmark tests to any third party without use E.piphany's prior written approval. The parties agree to hold each other's Confidential Information in confidence for a period of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required five (5) years after disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential InformationInformation or for a period of two (2) years after termination of this Agreement, whichever is earlier. The parties agree, unless required by law (in which event, the Parties agree that there can be no adequate remedy at law receiving party will notify the disclosing party of such requirement in sufficient time for the Receiving Party’s breach disclosing party to seek a protective order or take similar action), not to make each other's Confidential Information available in any form to any third party for any purpose, except that access to and the use of its obligations under this Section, and any such breach Confidential Information may result in irreparable harm be provided to those third parties that: (i) provide services to the Disclosing Party. Therefore, upon any recipient of Confidential Information; (ii) have a need to use and access such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in providing such services; and (iii) are bound by an obligation of confidentiality at least as restrictive as the Receiving Party’s possession confidentiality restrictions of this Agreement. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or control, and all copies thereof, or, at distributed by its employees or agents in violation of the Disclosing Party’s option, certify its permanent, secure destruction in writingterms of this Agreement.

Confidential Information. During It is anticipated that during the course performance of this AgreementMaster Agreement and any Services Exhibit, each Party (the “Disclosing Party”) CONA or Bottler may disclose to the other Party (or the “Receiving Party”) receiving party may come in contact with or observe certain confidential and/or proprietary business, technical or financial information which is the property of the Disclosing Party disclosing party. With respect to the terms and conditions of this Master Agreement, as well as the terms and conditions of the Services Exhibits and the Appendices attached hereto from time to time, and any other information that the disclosing party identifies in writing at the time of disclosure as confidential or within thirty (30) days from an oral disclosure, or is reasonably identifiable as confidential (“Confidential Information”). The Receiving Party agrees , the receiving party will exercise the same degree of care and control to maintain such information in confidence and prevent disclosure thereof to third parties as the receiving party normally uses to preserve and protect the its own Confidential Information in of a similar nature during the same manner that it protects the confidentiality Master Agreement Term and, except as required under Section 12.03, for a period of its own confidential and/or proprietary information of like kindfive (5) years thereafter, but in no event using will such care and control be less than a reasonable standard of careindustry standards. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available No party will be obligated to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that maintain in confidence: (i) is information which is, or becomes generally known to subsequently becomes, within the public, other than as a result of an act or omission knowledge of the Receiving Partypublic generally through no fault of the receiving party; (ii) information which the receiving party can show was rightfully previously known to it as a matter of record at the Receiving Party prior to its disclosure by the Disclosing Partytime of receipt; (iii) was information which is obtained lawfully received from a third party without breach who is not under an obligation of any obligation owed confidentiality to the Disclosing Partydisclosing party; (iv) information which is developed as a matter of record by the receiving party without the use of the disclosing party’s Confidential Information; (v) information which is disclosed to a third party by the disclosing party without a corresponding obligation of confidence; or (ivvi) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party information which is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (be disclosed pursuant to the extent legally permitted) and reasonable assistance, at requirement of a government or regulatory agency or national securities exchange or by operation of law subject to prior consultation with the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Partydisclosing party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinglegal counsel.

Confidential Information. During Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to or the other Party (Disclosing Party’s Affiliates constitute the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall without any further labeling or marking be deemed trade secret and Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careExasol without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside Information. Affiliates of the scope of Receiving Party will not considered to be a third party according to this Agreement; or (b) disclose or make Section, but the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party without use of or reliance on Confidential Informationwho had no access to such information. If the In addition, Receiving Party is may disclose Confidential Information if so required by applicable pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure order and (to the extent legally permittedpermissible) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm with advance notice to the Disclosing Party. Therefore, The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such breach or threat thereof, disclosure by the Receiving Party the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other whatever remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During The Parties acknowledge and agree that during the course term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence during, and following termination or expiration, of the “Disclosing term of this Agreement. "Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary or marked as such by the disclosing Party relating to the current or anticipated business or affairs of the disclosing Party which is disclosed directly or indirectly to the recipient Party”. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Agreement. Confidential Information does not include any information (i) which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to the recipient Party by a third party as a matter of right and without restriction on disclosure. In addition, the recipient Party may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as the recipient Party provides prompt notice to the other disclosing Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing such requirement prior to disclosure. The recipient Party (“agrees not to copy, alter or directly or indirectly disclose any Confidential Information”). The Receiving Additionally, the recipient Party agrees to protect the limit its internal distribution of Confidential Information in to the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindrecipient Party's employees, but in no event using less than agents or subcontractors who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis , and to take steps to ensure that the Receiving dissemination is so limited, including the execution by the recipient Party’s 's employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use or subcontractors of nondisclosure agreements with provisions substantially similar to those set forth herein. Confidential Information shall In no event will the recipient Party use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not include any information that (i) is or becomes generally known less than reasonable care to prevent the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without unauthorized use of or reliance on Confidential Information. If The recipient Party further agrees not to use the Receiving Confidential Information except in the course of performing hereunder, and agrees not to use such Confidential Information for its own benefit or for the benefit of any third party. The recipient Party agrees not to design or manufacture any products which incorporate Confidential Information of the disclosing Party. All Confidential Information is required by applicable law and shall remain the property of the disclosing Party. Upon the disclosing Party's written request or regulation the termination of this Agreement, the recipient Party shall return, transfer or assign to disclose or otherwise report the disclosing Party all Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistanceincluding all Work Product, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controlas defined herein, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing. 11.

Confidential Information. During the course of this Agreement, the parties may provide each Party other with certain information, data, or material in writing which the disclosing party has clearly marked or identified in writing as confidential or proprietary in nature or if orally disclosed, reduced to writing by disclosing party within thirty (the “Disclosing Party”30) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information days of the Disclosing Party disclosure (“Confidential Information”). The Receiving Party receiving party shall receive and hold Confidential Information in confidence and agrees to protect the use its reasonable efforts to prevent disclosure to third parties of Confidential Information in the same manner that it protects the confidentiality of receiving party treats its own confidential and/or proprietary information of like kindsimilar information, but in no event using case less than a reasonable standard of carecare shall be exercised by the receiving party. Except as required by law or with permission from disclosing party, receiving party will not disclose Confidential Information for a period of one (1) year from the Disclosing Party’s prior written consentend of this Agreement, the Receiving Party except in furtherance of this Agreement. The receiving party shall not consider information disclosed to it by the disclosing party as Confidential Information such information which: (a) disclose is now public knowledge or use any Confidential Information for any purpose outside the scope subsequently becomes such through no breach of this Agreement; or (b) disclose is rightfully in the receiving party’s possession prior to the disclosing party’s disclosure as shown by written records; (c) is disclosed to the receiving party by an independent third party who, to the best of the receiving party’s knowledge, is not under an obligation of confidentiality for such information to the disclosing party; (d) is required to be disclosed by law; or make (e) is independently developed by or for the receiving party without benefit of Confidential Information received from the disclosing party as shown by written records. Each party acknowledges that the Confidential Information available to any of the other party is owned solely by such party, except on a “need and that the unauthorized disclosure of such information may cause irreparable harm and significant injury, the degree of which may be difficult to know” basis ascertain. Accordingly, each party agrees that the other party will have the right to the Receiving Party’s employees, contractors, and agents that have signed seek an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include immediate injunction enjoining any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of this Agreement, as well as the right to pursue any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable and all other rights and remedies available at law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of in equity for such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingbreach.

Confidential Information. During the course of In performing their obligations pursuant to this Agreement, each Party (the “Disclosing Party”) party may disclose have access to and receive disclosure of certain confidential information about the other Party (party or parties, including, without limitation, the “Receiving Party”) certain names and addresses of a party’s Borrowers or members, marketing plans and objectives, research and test results, and other information which is confidential and/or proprietary information and the property of the Disclosing Party party disclosing the information (“Confidential Information”). The Receiving Party agrees to protect parties agree that the term Confidential Information in shall include this Agreement, the Program Guidelines, and the Program Materials, as the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available may be amended and modified from time to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereintime. Confidential Information shall not include any information that (i) in the public domain, which is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of any party hereto, or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Informationas defined under Section 16 as Borrower Information which may be used only as indicated therein, it shall provide prompt notice of such required disclosure (to the extent legally permitted) that it may conflict with the provisions contained in this Section 22. Lender and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties CSO agree that there can Confidential Information shall be no adequate remedy at law for used by each party solely in the Receiving Party’s breach performance of its obligations under this SectionAgreement or in connection with activities related to such performance (including, without limitation, activities involving the financing of the Loans by Lender). Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any Regulatory Authority. In the event that either party (the “Restricted Party”) is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, such breach party will provide the other party with prompt notice of such request(s) so that the other party may result seek an appropriate protective order or other appropriate remedy and/or waive the Restricted Party’s compliance with the provisions of this Agreement. In the event that the other party does not seek such a protective order or other remedy, or such protective order or other remedy is not obtained, or the other party grants a waiver hereunder, the Restricted Party may furnish that portion (and only that portion) of the Confidential Information which the Restricted Party is legally compelled to disclose and will exercise such efforts to obtain reasonable assurance that confidential treatment will be accorded any Confidential Information so furnished as a Restricted Party would reasonably exercise in irreparable harm assuring the confidentiality of any of its own confidential information. Notwithstanding anything herein to the Disclosing Partycontrary, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Therefore, Upon request or upon any such breach expiration or threat thereoftermination of this Agreement, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party each party shall return to the Disclosing Party other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the Receiving Partyformer’s possession which is in any written or controlother recorded form, and all copies thereofincluding data stored in any computer medium; provided, orhowever, at that a party hereto may retain the Disclosing Party’s option, certify Confidential Information of the other party (but subject to the requirements of this Section 22) to the extent that such party needs access to such information to continue to perform any of its permanent, secure destruction in writingobligations hereunder or to broker or service Loans or otherwise perform obligations owed by such party to the other party.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees " means any information that is marked “confidential” or “proprietary” or any other similar term or in relation to protect which its confidentiality should by its nature be inferred or, if disclosed orally, is identified as being confidential at the Confidential Information time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereintangible form. Confidential Information shall does not include any information that is (i) is or becomes generally known to rightfully in the public, other than as a result receiving party’s possession without prior obligation of an act or omission of confidentiality from the Receiving Partydisclosing party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Partya matter of public knowledge; (iii) was lawfully received from rightfully furnished to the receiving party by a third party without breach of any obligation owed to the Disclosing Partyconfidentiality restriction; or (iv) was independently developed by the Receiving Party receiving party without use of or reliance on reference to the disclosing party's Confidential Information. If Each party shall (a) use Confidential Information of the Receiving Party is required other party only for the purposes of exercising rights or performing obligations in connection with this Agreement or any purchase order hereunder; and (b) protect from disclosure to any third parties, by applicable law use of a standard of care equivalent to that as used by recipient to protect its own information of a similar nature and importance, and, no less than the use of reasonable care, any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years thereafter, except with respect to (1) Customer data to which RSA may have access in connection with the provision of Services, which shall remain Confidential Information until one of the exceptions stated in the above definition of Confidential Information applies; and (2) Confidential Information that constitutes, contains or regulation reveals, in whole or in part, RSA proprietary rights, which shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, the receiving party may disclose Confidential Information (A) to disclose its Affiliate for the purpose of fulfilling its obligations or otherwise report Confidential Information, it shall provide prompt notice of exercising its rights hereunder as long as such required disclosure Affiliate complies with the foregoing; and (B) to the extent legally permitted) and reasonable assistance, at required by law (provided the Disclosing Party's cost, if receiving party has given the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclosing party prompt notice).

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”” means all technical and non-technical information of one party, (including patent, copyright, trade secret, and proprietary information), drawings, inventions, processes, algorithms, software programs, software source documents, and formulae related to current, future, and proposed products and services of such party, and, without limiting the foregoing, information concerning research, experimental work, development, design details and specifications, engineering, financial information, pricing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information. The Receiving Party agrees to protect Confidential Information specifically includes the Software, Materials and Source Code. Non-disclosure. Each party shall not make use of, disseminate, or in any way circulate within its own organization the Confidential Information in of the same manner that other party except to the extent allowed under this Agreement and to the extent necessary to fulfill its obligations under this Agreement. Each party shall not publish, copy, or disclose the Confidential Information of the other party to any third party, and it protects the confidentiality shall use its best efforts to prevent inadvertent disclosure of its own confidential and/or proprietary information of like kindsuch Confidential Information, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentunless and until such time (except as set forth below), the Receiving Party shall not receiving party can document that the Confidential Information: (a) disclose was rightly in its possession from a source other than the disclosing party before receipt from such disclosing party; (b) is or use any Confidential Information for any purpose outside became available to the scope public through no fault of this Agreementthe receiving party; (c) was obtained in good faith by the receiving party from a third party, not subject to an obligation of confidentiality owed to the disclosing party; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (ivd) was independently developed by receiving party, without reference to Confidential Information received by the Receiving Party without use disclosing party under and not in breach of this Agreement. The provisions in this section shall not apply to Source Code, and Customer’s obligations with respect to the Source Code are in effect in perpetuity. Disclosure Required by Court or reliance on Confidential InformationGovernmental Body. If the Receiving Party a receiving party is required by applicable law or regulation to disclose Confidential Information pursuant to a valid order by a court or other governmental body, or otherwise report Confidential Informationby law, it such party shall provide prompt notice immediately notify the disclosing party of such required disclosure (sufficiently in advance of the disclosure to allow intervention in response to such order or requirement. If that protection against disclosure is not obtained, the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes receiving party will be entitled to contest the disclosure. Due to the unique nature of disclose the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, but only as and any such breach may result in irreparable harm to the Disclosing Partyextent necessary to legally comply with the compelled disclosure. Therefore, upon any such breach or threat thereof, the Disclosing Party Protection of Confidential Information. Each party agrees that it shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party treat all Confidential Information in of the Receiving Party’s possession other party with at least the same degree of care as it gives to the protection of its own confidential information of the same or controlsimilar nature, and all copies thereofeach such party represents that it exercises at least a high degree of care to protect its own confidential information. Each party agrees that individuals with access to the Confidential Information shall be bound to protect such information under terms at least as restrictive as those in this Agreement. Warranty THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY CUSTOMER. DATALOGICS, orAND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, at the Disclosing Party’s optionEXPRESS, certify its permanentIMPLIED OR STATUTORY, secure destruction in writingINCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL DATALOGICS OR ITS SUPPLIERS BE LIABLE FOR ANY ACTUAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER COMMERCIAL LOSS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY SOFTWARE PROVIDED HEREUNDER, EVEN IF DATALOGICS HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

Confidential Information. During The terms and conditions of this Agreement and all documents referenced herein, communications between the course of parties regarding this Agreement, each Party information provided in connection with or pursuant to this Agreement or the service to be provided hereunder, as well as any financial or business information of either party are confidential ("Confidential Information"). Such Confidential Information shall be held in confidence, and the “Disclosing Party”receiving party shall afford such Confidential Information the same care and protection as it affords generally to its own Confidential Information (which in any case shall be not less than reasonable care) may disclose to avoid disclosure to or unauthorized use by any third party. All Confidential Information shall remain the property of the disclosing party, shall be used by the receiving party only for its intended purpose, and such Confidential Information, including all copies thereof, shall be returned to the other Party (disclosing party or destroyed after the “Receiving Party”) certain confidential and/or proprietary information receiving party's need for it has expired or upon the request of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any disclosing party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include be reproduced except to the extent necessary to accomplish the purposes and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing party. Notwithstanding anything contained herein to the contrary, neither party shall be required to keep confidential any information that (ia) becomes publicly available other than through the actions or omissions of the receiving party; (b) is required to be disclosed pursuant to a governmental or judicial rule, order or regulation; (c) the recipient of the Confidential Information independently develops; (d) becomes generally known available to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received receiving party without restriction from a third party without breach of any obligation owed party; (e) is required by its lender and is given to the Disclosing Partysuch lender on a confidential basis; or (ivf) was independently developed is subject to "due diligence" review by a potential acquirer of a significant equity interest in it or its ultimate or intermediate parent company (a significant equity interest shall be an interest of at least 5% of the Receiving Party without use voting equity of a party or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permittedsecurities having a market value of at least $100 million) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes is given to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingpotential acquirer on a confidential basis.

Confidential Information. During Each of the course of this Agreement, each Party (Custodian and the “Disclosing Party”) may disclose Client agrees that it will maintain any confidential and proprietary information disclosed to it by the other Party (hereto, including the “Receiving Party”) certain confidential and/or proprietary information of fees set forth in the Disclosing Party Fee Schedule (“Confidential Information”). The Receiving Party agrees , in a confidential manner using the same care it uses to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or information, and will not use for its own benefit or otherwise the Confidential Information of the other Party except (x) as expressly authorized by this Agreement and to the extent necessary for performance of this Agreement or (y) upon the prior written consent of the other Party; provided, however, that each of the Custodian and the Client may disclose any such confidential or proprietary information of like kindthe other Party to those of its affiliates and its and their officers, but directors, employees, agents (including attorneys and financial advisors), and contractors, in no event using less than a reasonable standard each case, who need to know such information for purposes of care. Except this Agreement and who are bound by confidentiality obligations consistent with the Disclosing Party’s prior written consentterms hereof. Notwithstanding the foregoing, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that was (ia) is or becomes generally known publicly available prior to the public, other than as a result of an act or omission of the Receiving Partydisclosure by such disclosing party; (iib) was rightfully known already in the receiving party’s possession and not subject to the Receiving Party prior to its disclosure an obligation of confidentiality; (c) obtained by the Disclosing Party; (iii) was lawfully received receiving party from a third party without breach of any obligation owed to the Disclosing Partyrestriction on disclosure; or (ivd) was entirely independently developed by the Receiving Party receiving party without use reference to any Confidential Information of or reliance on Confidential Informationthe disclosing party; (e) the tax treatment and any facts that may be relevant to the income tax consequences of the transactions contemplated by this Agreement. If If, at any time, the Receiving Party receiving party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice make any disclosure of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, by summons, subpoena, judicial or administrative order or otherwise, the Parties receiving party shall (to the extent permissible and practicable under the circumstances) give prompt prior written notice of such requirement to the disclosing party and permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide reasonable cooperation and assistance to the disclosing party in lawful efforts to resist, limit or delay disclosure at the disclosing party’s sole expense. The Custodian and the Client each may disclose Confidential Information to its regulators without the consent of the other party. The receiving party shall promptly notify the disclosing party in writing of any loss, or use, access or disclosure of Confidential Information of the disclosing party in violation of this Agreement promptly following recipient’s discovery and shall promptly take measures to minimize the effect and prevent its recurrence. The receiving party shall be liable under this Agreement to the disclosing party for any loss, or access, use, or disclosure in violation of this Agreement by itself or its representatives. Notwithstanding anything contained in this Section 17 or otherwise in this Agreement to the contrary, the parties agree that there can be no adequate remedy at law for (i) the Receiving Party’s breach Client may reference Fidelity Digital Assets LLC and summarize the material terms of its obligations under this SectionAgreement (in a form approved by the Custodian) in the Registration Statement and any other offering memorandum or prospectus related to an offering of the Shares by the Client to potential investors, (ii) the client may file the form of this Agreement with the Securities Exchange Commission as an Exhibit to the Registration Statement (with such redactions as are reasonably requested by the Custodian), and any such breach (iii) the Client may result in irreparable harm disseminate information related to the Disclosing Party. Therefore, upon any Assets and the services provided by the Custodian hereunder to its investors that is required to be provided to such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return investors pursuant to the Disclosing Party all Confidential Information in terms of the Receiving Party’s possession Registration Statement or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtransaction documents related to the Shares.

Confidential Information. During Each party (the course “Receiving Party”) may be given or obtain access to non-public information of this Agreement, each Party the other party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of in connection with this Agreement that the Disclosing Party considers to be of a confidential, proprietary, or trade secret nature, including, without limitation, software (whether in source code or object code form), customer information, the terms of this Agreement, pricing, financial and operational information, business information and marketing information, in whatever form or media, and whether or not marked as confidential (collectively, “Confidential Information”). The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for its own use or for any purpose other than to carry out its obligations under this Agreement and further agrees to protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindConfidential Information, but in no event using less than a reasonable standard of care. Except with The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third parties or to employees or agents of the Receiving Party, other than employees and agents who are required to have the information in order to carry out the Receiving Party’s obligations under this Agreement and are bound by a duty or obligations of confidentiality substantially similar to the terms of this Section 4.3. The Receiving Party agrees to notify the Disclosing Party immediately and in writing of any misuse or misappropriation of the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis which may come to the Receiving Party’s employees, contractors, attention and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. return the Disclosing Party’s Confidential Information shall upon the request of the Disclosing Party. The obligations of this Section 4.3 will not include any apply to: (a) information that (i) is or becomes generally known a matter of public knowledge through no fault of or action by the Receiving Party or its employees or agent, (b) information that prior to disclosure was rightfully in the public, other than possession of the Receiving Party as a result of an act disclosure by a third party under no obligation or omission restriction of the Receiving Party; confidentiality, (iic) was information that, subsequent to disclosure, is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach under no obligation or restriction of any obligation owed to the Disclosing Party; confidentiality, or (ivd) was information that is independently developed by the Receiving Party without use of use, knowledge or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (access to the extent legally permitted) and reasonable assistance, at Confidential Information of the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During The Parties acknowledge and agree that in the course of this Agreementperforming Services hereunder, each either Party (the “Disclosing Party”) may disclose be exposed to the other Party (the “Receiving Party”) certain or be given confidential and/or or proprietary information of the Disclosing other Party (“Confidential Information”). The Receiving Party agrees Parties agree to protect the hold all Confidential Information in secrecy for a period of [C.I.] from the same manner that it protects effective date of the confidentiality expiration or earlier termination of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party this Agreement and shall not (a) disclose or use any Confidential Information for any purpose outside to third parties only on a need-to-know basis. Without limiting the scope generality of this Agreement; or (b) disclose or make the foregoing, Confidential Information available to any partyshall include, except on a “need to know” basis to the Receiving Party’s employeeswithout limitation, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein[C.I.]. Confidential Information shall not include any be deemed to be all such information that given by the disclosing party to the receiving party except for information which is (i) is publicly available or later becomes generally known to the public, other than as a result of an act or omission publicly available through no fault of the Receiving Partyreceiving party; (ii) was rightfully known to the Receiving Party prior to its disclosure obtained by the Disclosing Partyreceiving party from a third party entitled to disclose it; (iii) was lawfully received from a third already in possession of the receiving party without breach of any obligation owed to the Disclosing Partyas indicated in its written records; or (iv) was independently developed by the Receiving Party receiving party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information; or (v) required by any law, rule, regulation, order, decision, decree, or subpoena or other judicial, administrative, or legal process to be disclosed. Both Parties shall ensure that all of its officers, employees, consultants, agents, investigators or contractors who receive such Confidential Information understand and shall be bound by the confidentiality provisions of this Agreement. Unless otherwise agreed in writing, within thirty (30) days after the termination of the Agreement or the written request by the disclosing party, the receiving party shall return to the disclosing party all Confidential Information in documentary or permanent form including any and all copies thereof, except for one archival copy that the receiving party can keep for its records (which may be electronic). The Parties agree that there can be each party is and shall remain the exclusive owner of its own Confidential Information and all patent, copyright, trade secret and other intellectual property rights therein unless and until a further agreement is executed. The Parties acknowledge that any violation of the terms of this Section 5.0 may result in irreparable injury and damage to disclosing party that is not adequately compensable in money damages, and for which disclosing party may have no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Partylaw. Therefore, upon any such breach or threat thereofAccordingly, the Disclosing Party receiving party agrees that the disclosing party shall be entitled to seek (without waiving any additional rights or remedies, including monetary damages, otherwise available to the disclosing party at law, in equity, or by statute) preliminary and permanent injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, event of a breach or intended or threatened breach by the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingreceiving party.

Confidential Information. During The parties acknowledge and agree that each party will be disclosing confidential information to the course other party and that the parties will be developing confidential information jointly during the term of this Agreement, each Party including but not limited to, the Specifications, know-how (including, without limitation, all Know-how), Know-how Records, financial, marketing and business data (if any), and cost information, business strategies, ideas, concepts, ARA Field of Use and marketing information, financial information and Joint Proprietary Technology (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party Each party agrees that it shall hold the Confidential Information in strict confidence, shall not disclose it to others or use it in any way, commercially or otherwise, except for purposes of performing its obligations or exploiting its rights under this Agreement. Each party further agrees to take all action necessary to protect the confidentiality of the Confidential Information including, without limitation, (a) implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information, and (b) obligating each of its subcontractors, by written agreement, to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careInformation. Except with the Disclosing Party’s prior written consentNotwithstanding this Section 10.2, the Receiving Party shall not (a) disclose or use any term “Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to knowInformation” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that which (ix) is or becomes generally known part of the public domain through no fault of the receiving party, (y) is obtained by the receiving party from any third party which is under no obligation to the publicdisclosing party to protect the confidentiality thereof, other than as a result of an act or omission of the Receiving Party; (iiz) was rightfully known to the Receiving Party prior to its disclosure can be established by the Disclosing Party; (iii) was lawfully received from a third receiving party without breach of any obligation owed with reasonable documentary evidence to the Disclosing Party; or (iv) was have been independently developed by the Receiving Party receiving party without use of or reliance on the Confidential Information. If Notwithstanding the Receiving Party is required foregoing, if a party or any of its employees or other representatives becomes legally compelled (whether by subpoena, court order or other legal process, by any governmental authority or by applicable law or regulation law) to disclose any of the Confidential Information or otherwise report the fact that the Confidential Information, it shall provide prompt notice of such required disclosure (Information has been made available to the receiving party or such employees or representatives, the receiving party shall, to the fullest extent legally permitted) and reasonable assistancepermitted by applicable law, give the disclosing party an adequate opportunity, at the Disclosing Party's costdisclosing party’s expense, if to interpose an objection and/or to seek a protective order or such other remedy as the Disclosing Party wishes to contest disclosing party may consider appropriate in the disclosurecircumstances. Due to the unique nature The receiving party shall, and shall assure that each such employee or representative shall, disclose only that portion of the Confidential Information, the Parties agree Information that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm it is legally required to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclose.

Confidential Information. During (a) To the course of this Agreementextent permitted by antitrust, each Party (competition, federal securities laws, the “Disclosing Party”) Delaware General Corporation Law, as amended, or any other applicable law, the Company agrees and acknowledges that the RedBird Nominee may disclose share any information concerning the Company that is furnished to the other Party (RedBird Nominee by the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party Company, together with any notes, analyses, reports, models, compilations, studies, documents, records or extracts thereof containing, based upon or derived from such information, in whole or in part (“Confidential Information”), with RedBird for the purpose of allowing RedBird to provide advice and assistance to the Company in respect of the operations of the Company, or for evaluating, monitoring or reviewing its then existing investment in the Company; provided that the RedBird Nominee shall not share any information with RedBird to the extent that the Company notifies the RedBird Nominee that the Company has determined that the sharing of such information with RedBird would be reasonably likely to result in the waiver of attorney-client (or similar) privilege or the contravention of any government agreement or arrangement or judicial order. The Receiving Party agrees to protect the RedBird recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information in the same manner use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, RedBird covenants and agrees with the Company that it protects will not (and will cause its controlled affiliates and representatives, including the confidentiality of its own confidential and/or proprietary information of like kindRedBird Nominee, but in no event using less than a reasonable standard of care. Except not to) at any time, except with the Disclosing Party’s prior written consentconsent of the Company, directly or indirectly, disclose any Confidential Information known to it to any third party or otherwise use the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside other than as set forth in the scope first sentence of this Section 2.1(a), unless the Confidential Information: (i) is or has become publicly available other than as a result of a disclosure by RedBird, its controlled affiliates or representatives, including the RedBird Nominee, in violation of this Agreement; (ii) was already known to RedBird or the RedBird Nominee or was in the possession of RedBird or the RedBird Nominee prior to its being furnished by or on behalf of the Company; (iii) is received by RedBird or the RedBird Nominee from a source other than the Company or its representatives, provided that the source of such information was not actually known by RedBird or the RedBird Nominee to be bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company; (iv) was independently developed or acquired by RedBird or the RedBird Nominee on its or their behalf without the use of the Confidential Information or in the violation of the terms of this Agreement; or (bv) RedBird or the RedBird Nominee is required, in the good faith determination of RedBird or the RedBird Nominee, as applicable, to disclose by applicable law, regulation or make legal process, provided that RedBird promptly notifies, or causes the Confidential Information available RedBird Nominee to promptly notify, the Company of such requirement and uses its reasonable best efforts to minimize the extent of any partysuch required disclosure. For the avoidance of doubt, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. no Confidential Information shall not include be shared by RedBird or the RedBird Nominee with any information that (i) is portfolio company of RedBird or becomes generally known to the public, other than as a result of an act or omission any of the Receiving Party; (ii) was rightfully known to Company’s competitors, regardless of their relationship with RedBird, except with the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature written consent of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingCompany.

Confidential Information. During the course of this Agreement, each Party Each party (the “Disclosing Party”) may disclose to the other Party (the as “Receiving Party”) certain confidential and/or proprietary information of may receive Confidential Information from the disclosing party (“Disclosing Party (Party”). “Confidential Information”). The ” means all information that is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect the be Confidential Information in due to the same manner that it protects nature of the confidentiality of its own confidential and/or proprietary information of like kinddisclosed or the circumstances surrounding the disclosure, but in no event using less than a reasonable standard of care. Except with including the Disclosing Party’s prior written consenttechnology, software, specifications, documentation, trade secrets, know-how, business operations, plans, strategies, suppliers and customers. The GoodTime Property and Documentation and the terms and conditions of this Agreement shall be deemed Confidential Information of GoodTime without any marking or further designation. Customer Data shall be deemed Customer’s Confidential Information without any marking or further designation. Except to exercise its rights or perform its obligations under this Agreement, the Receiving Party shall will hold in confidence and not (a) disclose or use any Confidential Information for and will not disclose any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available except to any partyits directors, except on a “need to know” basis to the Receiving Party’s shareholders, officers, employees, contractors, agents, Affiliates, attorneys, accountants and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar representatives on a need to those set forth hereinknow basis who are bound by comparable obligations of confidentiality. Confidential Information The Receiving Party’s obligations in this Section shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information from the Disclosing Party; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by the Receiving Party without use of or reliance on reference to the Confidential Information. If the The Receiving Party is may also disclose Confidential Information if so required by applicable pursuant to a regulation, law or regulation to disclose or otherwise report Confidential Informationcourt order, it shall provide prompt notice of such required disclosure (but only to the minimum extent legally permitted) required to comply with such regulation, law or order and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm with advance notice to the Disclosing Party. ThereforeThe Receiving Party acknowledges that a breach of this Section could cause irreparable harm for which damages alone would not be a sufficient remedy, and therefore upon any such breach or threat thereof, event the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any such other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During The Parties acknowledge and agree that during the course term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence during the “Disclosing term of this Agreement. "Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary or marked as such by the disclosing Party relating to the current or anticipated business or affairs of the disclosing Party which is disclosed directly or indirectly to the recipient Party”. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Agreement. Confidential Information does not include any information (i) which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to the recipient Party by a third party as a matter of right and without restriction on disclosure. In addition, the recipient Party may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as the recipient Party provides prompt notice to the other disclosing Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing such requirement prior to disclosure. The recipient Party (“agrees not to copy, alter or directly or indirectly disclose any Confidential Information”). The Receiving Additionally, the recipient Party agrees to protect the limit its internal distribution of Confidential Information in to the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindrecipient Party's employees, but in no event using less than agents or subcontractors who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis , and to take steps to ensure that the Receiving dissemination is so limited, including the execution by the recipient Party’s 's employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use or subcontractors of nondisclosure agreements with provisions substantially similar to those set forth herein. Confidential Information shall In no event will the recipient Party use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not include any information that (i) is or becomes generally known less than reasonable care to prevent the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without unauthorized use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.of

Confidential Information. During Each party (the "Disclosing Party", as applicable) agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold the Confidential Information of the other party (the "Receiving Party", as applicable) in trust and confidence. "Confidential Information" includes, but is not limited to, technical and business information relating to the Disclosing Party's inventions or products, research and development, production, manufacturing and engineering processes, costs, profit or margin information, employee skills and salaries, finances, customers, marketing, and production and future business plans, and any third party's proprietary or confidential information disclosed to the Receiving Party in the course of providing services to the Disclosing Party. Notwithstanding the other provisions of this Agreement, each Party (nothing received by the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees will be considered to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with be the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any 's Confidential Information for any purpose outside if (1) it has been published or is otherwise readily available to the scope public other than by a breach of this Agreement; (2) it has been rightfully received by the Receiving Party from a third party without confidential limitations; (3) it has been independently developed for the Receiving Party by personnel or agents having no access to the Disclosing Party's Confidential Information; or (b4) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) it was rightfully known to the Receiving Party prior to its disclosure by first receipt from the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the . The Receiving Party without shall use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if Confidential Information only for the purposes of providing and receiving Products and services to and from the Disclosing Party wishes as set forth herein, unless otherwise mutually agreed in writing. The Receiving Party may disclose the Disclosing Party's Confidential Information to contest affiliates and to third persons, including contractors, solely for the disclosurepurposes of this Agreement or as otherwise allowed herein (e.g., Section 18.4 ("License of IMS Rights")), including consultation regarding the purchase or provision of Products and services, but only under the terms of a written confidentiality agreement with such third person containing confidentiality and use terms substantially similar to those imposed herein upon a Receiving Party. Due to the unique nature The foregoing shall not affect Maxtor's rights under Section 18.4 ("License of the IMS Rights"), except that Maxtor shall require third persons who receive such Section 18.4 IMS Intellectual Property which is IMS Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any to execute such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconfidentiality agreement.

Confidential Information. During Except as expressly provided herein, each of the course Parties agrees that, for itself and its Affiliates, and until the later to occur of (i) the tenth anniversary of the Effective Date and (ii) the fifth anniversary of the termination or expiration of this Agreement, each a Party and its Affiliates (the “Receiving Party”) receiving Confidential Information of the other Party or its Affiliates (the “Disclosing Party”) may will (i) not disclose such Confidential Information to any Third Party without the other Party (the “Receiving Party”) certain confidential and/or proprietary information prior written consent of the Disclosing Party Party, except for disclosures expressly permitted below, and (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall ii) not (a) disclose or use any such Confidential Information for any purpose outside except those (sub)licensed or otherwise authorized or permitted by this Agreement; provided that such restrictions on disclosure and use will remain in full force and effect for any Confidential Information of the scope Parties that consists of a trade secret (as such term is defined under 18 U.S.C. §1839) until such time as such Confidential Information either no longer constitutes a trade secret (as defined under 18 U.S.C. §1839) or one of the exceptions described in Section 12.1(b) applies to such Confidential Information. For purposes of this Agreement; , “Confidential Information” means (1) all Materials and (2) all Know-How and information of any kind, whether in written, oral, graphical, machine-readable or (b) disclose other form, whether or make the Confidential Information available to any partynot marked as confidential or proprietary, except on a “need to know” basis which are transferred or disclosed by Disclosing Party to the Receiving Party’s employees, contractorsincluding any of the foregoing of Third Parties. Without limiting the foregoing, BIND Background Technology, Accurin Improvement Technology, BIND Regulatory Data will be considered Confidential Information of BIND, and agents that have signed an agreement containing non-disclosure Pfizer Compounds, Pfizer Background Technology, Pfizer Sponsored Design/Preclinical Collaboration Technology, Pfizer Compound Improvement Technology and non-use provisions substantially similar to those set forth hereinPfizer Regulatory *** Certain information on this page has been omitted and filed separately with the Commission. Confidential Information shall not include any information that (i) is or becomes generally known treatment has been requested with respect to the public, other than as a result omitted portions. Data will be considered Confidential Information of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential InformationPfizer. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of Jointly Owned IP will be considered the Confidential InformationInformation of both Parties, provided that each Party will have the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm right to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingfreely disclose Jointly Owned IP.