Common use of Confidential Information Clause in Contracts

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 13.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 13.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 13.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 13.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 13.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 13.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party Each party to this Agreement acknowledges that in order to perform the duties called for in this Agreement, it may be necessary for a party (Disclosing Party“owner”) to disclose to the other Party (Recipientparty(ies) in connection with this Agreementcertain “Confidential Information.” Confidential Information means non-public, proprietary information, data or acquired in know-how of an owner, including, but not limited to, personal information of an owner’s customers. No party will use another party’s Confidential Information except as required for the course of performance of this Agreement. Each party will use commercially reasonable efforts in a manner fully consistent with industry standards and applicable federal, shall be deemed confidential state and proprietary international laws and regulations to hold in confidence a party’s Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party or its subsidiaries and not subject to a confidentiality obligation to the Disclosing Party and subject providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed or in the public domain through no fault of the receiving party; (iv) rightfully received by the receiving party or its subsidiaries from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the owner; or (vi) disclosed pursuant to the requirements of law, regulation or court order. 12.2 Each party to this AgreementAgreement represents, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formwarrants and agrees that it has adopted and implemented, and CPNI will continue to have in place and follow for the term of this Agreement and thereafter, appropriate policies and procedures designed to detect, prevent and mitigate the risk of identity theft and other breaches of privacy concerning Confidential Information. Each party agrees to take immediate and appropriate measures to respond to any breach of privacy concerning Confidential Information of the owner, and to notify the owner in writing regarding such breach in the most expedient time possible and without unreasonable delay; provided, however, that a party may postpone providing such notice as that term is defined by the Act party deems consistent with the legitimate needs of law enforcement. Each party further agrees to provide the owner with a copy of its plan to remediate any such breach and to pay for all costs associated with such remediation and with providing written notice of such breach to the rules applicable party. 12.3 Each party agrees to establish and maintain (i) administrative, technical and physical safeguards against the destruction, loss or alteration of Confidential Information, and (ii) appropriate security measures to protect Confidential Information, which measures are consistent with the laws and regulations of the FCCCommonwealth of Massachusetts relating to personal information security and with all other applicable federal, state and where applicable, the rules international laws and regulations of the Commission (Confidential Information). 12.2 Each Party agrees relating to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such personal information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedsecurity. 12.4 Neither Party shall produce, publish, The provisions found in this Section on Confidential Information will survive any expiration or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval termination of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofAgreement. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 13.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 13.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure Disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 13.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 13.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 13.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureDisclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All The parties may, from time to time during the Term, provide to one another confidential information, including any information identified as confidential or proprietary, or which ought reasonably under the circumstances to be treated as confidential and/or proprietary, such as this Purchase Order, and information relating to a party’s (which in the case of EY includes the EY Network Members’) business, operations, products, customers, clients, services or methodologies (collectively, “Confidential Information”). Confidential Information shall not include information that: (1) is or becomes part of the public domain through no act or omission of the receiving party; (2) was in the receiving party's lawful possession prior to initial disclosure by the disclosing party; (3) is lawfully disclosed by one Party (Disclosing Party) to the other Party receiving party by a third party without restriction on disclosure; (Recipient4) in connection with this Agreementis independently developed by the receiving party; or (5) is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or acquired in the course that of performance of this Agreementa competent regulated body, shall be deemed confidential and proprietary provided that (to the Disclosing Party and subject extent not prohibited from doing so under applicable law) prior written notice of such required disclosure is furnished to this Agreement, except the disclosing party as provided in Section 12.5 below or soon as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it practicable in order to perform under this Agreement, and afford it an opportunity to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain seek a protective order. Recipient will comply with During the Term, and for a period of five (5) years following the expiration or termination for any protective order that covers the reason of this Purchase Order, each party shall hold all Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring relating to the other Party in confidence and shall treat such Confidential Information with the same degree of care that it uses to protect its own confidential information, which shall be no less than a reasonable degree of care. Supplier shall not, at any time during or after the Term, use any Confidential Information received from EY for any purpose other than carrying out its Affiliatesobligations under this Purchase Order. Upon EY’s request, and upon the expiration or termination for any reason of this Purchase Order, Supplier shall promptly return to EY or, if so directed by EY, destroy all EY Confidential Information (in every form and medium), and certify such return or destruction in writing. Notwithstanding the foregoing, unless prohibited by law, Supplier understands and agrees that EY may disclose Supplier Confidential Information received from Supplier to other EY Network Member, and EY Network Member persons and third parties providing services on its behalf who may collect, use, transfer, store or otherwise process it in the various jurisdictions in which they operate for purposes related to the provision of the services, to comply with regulatory requirements, to check conflicts, for quality, risk management, or referring financial accounting purposes and/or for the provision of other administrative support services. EYG Services shall be responsible to this Agreement, without Supplier for maintaining the prior written approval confidentiality of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofSupplier Confidential Information. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 13.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 13.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 13.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure Disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 13.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 13.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 13.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureDisclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All The parties may, from time to time during the Term, provide to one another confidential information, including any information identified as confidential or proprietary, or which ought reasonably under the circumstances to be treated as confidential and/or proprietary, such as this Purchase Order, and information relating to a party’s (which in the case of EY includes the EY Network Members’) business, operations, products, customers, clients, services or methodologies (collectively, “Confidential Information”). Confidential Information shall not include information that: (1) is or becomes part of the public domain through no act or omission of the receiving party; (2) was in the receiving party's lawful possession prior to initial disclosure by the disclosing party; (3) is lawfully disclosed by one Party (Disclosing Party) to the other Party receiving party by a third party without restriction on disclosure; (Recipient4) in connection with this Agreementis independently developed by the receiving party; or (5) is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or acquired in the course that of performance of this Agreementa competent regulated body, shall be deemed confidential and proprietary provided that (to the Disclosing Party and subject extent not prohibited from doing so under applicable law) prior written notice of such required disclosure is furnished to this Agreement, except the disclosing party as provided in Section 12.5 below or soon as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it practicable in order to perform under this Agreement, and afford it an opportunity to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain seek a protective order. Recipient will comply with During the Term, and for a period of five (5) years following the expiration or termination for any protective order that covers the reason of this Purchase Order, each party shall hold all Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring relating to the other Party in confidence and shall treat such Confidential Information with the same degree of care that it uses to protect its own confidential information, which shall be no less than a reasonable degree of care. Supplier shall not, at any time during or after the Term, use any Confidential Information received from EY for any purpose other than carrying out its Affiliatesobligations under this Purchase Order. Upon EY’s request, and upon the expiration or termination for any reason of this Purchase Order, Supplier shall promptly return to EY or, if so directed by EY, destroy all EY Confidential Information (in every form and medium), and certify such return or destruction in writing. Notwithstanding the foregoing, unless prohibited by law, Supplier understands and agrees that EY may disclose Supplier Confidential Information received from Supplier to other EY Network Member, and EY Network Member persons and third parties providing services on its behalf who may collect, use, transfer, store or otherwise process it in the various jurisdictions in which they operate for purposes related to the provision of the services, to comply with regulatory requirements, to check conflicts, for quality, risk management, or referring financial accounting purposes and/or for the provision of other administrative support services. EY shall be responsible to this Agreement, without Supplier for maintaining the prior written approval confidentiality of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofSupplier Confidential Information. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party Each party receiving Confidential Information (Disclosing Party"Recipient") shall retain in confidence and require its employees, agents, and contractors to retain in confidence all Confidential Information of the other Party party (Recipient"Discloser"). "Confidential Information" means (i) in connection with this Agreement, or acquired in for Us: the course of performance terms and conditions of this Agreement, shall all financial terms and conditions contained in Our quotation, and the Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (ii) for either party: any information, in written or other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, if it should reasonably be deemed regarded as confidential and proprietary due to the Disclosing Party nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in the same manner Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and subject shall not be disclosed to any third party (except, solely to employees, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement, ) or used except as provided in Section 12.5 below or as specifically provided elsewhere in permitted under this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees shall not include any information that: (i) is or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no without the Recipient's breach of this Agreement by Recipient, which any obligations owed to the Discloser; (ii) is rightfully acquired by disclosed to the Recipient free from a source other than the Discloser without a breach of restrictions on its disclosure, an obligation of confidentiality; or which (iii) is independently developed by personnel of the Recipient without any access to whom the Disclosing Party’s Discloser's Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof and the Recipient provides cooperation and assistance in any attempt to prevent or limit such disclosure. The obligations set forth herein with respect to Confidential Information had not been previously disclosedshall continue in full force and effect for a period of three (3) years after the date of termination of this Agreement.

Confidential Information. 12.1 All information which is disclosed by one Each Party (Disclosing Party) to may receive from the other Party information that is proprietary to the disclosing Party, and is marked as confidential or a similar notice (Recipient) if disclosed in connection with this Agreementwriting or tangible form), identified as confidential (if disclosed verbally), or acquired should reasonably be treated as confidential under the context in the course of performance of this Agreementwhich disclosure was made (“Confidential Information”). In any event, all royalty reports and payments made by Licensee pursuant to Article III, herein, shall be deemed confidential and proprietary to Confidential Information, whether or not such information is actually marked as confidential. Confidential Information does not include information that the Disclosing receiving Party and subject to this Agreement, except as provided in Section 12.5 below can demonstrate: (i) is or as specifically provided elsewhere in this Agreement. Such information includes but has become public knowledge through no fault of the receiving Party; (ii) is not limited to, orders for services, usage information in any form, and CPNI as that term is defined rightfully obtained by the Act and the rules and regulations receiving Party from a third Party without breach of any confidentiality obligation; or (iii) is independently developed by employees of the FCC, and where applicable, the rules and regulations receiving Party without use of the Commission or reference to such information. The receiving Party will: (Confidential Information). 12.2 Each Party agrees to use i) safeguard Confidential Information only for with the purpose same degree of performing under this Agreementcare as it exercises with its own confidential information, but no less than reasonable care; (ii) not disclose any Confidential Information to hold it in confidence, to disclose it only to employees or agents third parties other than Agents who have a need to know it and are bound by confidentiality agreement; and (iii) will use the other Party’s Confidential Information solely in order to perform the exercise of the rights and obligations under this Agreement, Agreement and to safeguard Confidential Information from unauthorized use or disclosure using for no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient other purpose. The receiving Party may disclose Confidential Information if required by lawa regulation, a courtlaw or court order, but only to the extent required to comply with such regulation, law or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirementorder, and only after providing reasonable advance notice to the Recipient undertakes lawful measures originally disclosing Party to avoid disclosing allow such information until Disclosing Party has had reasonable time to obtain a protective ordercontest such disclosure. Recipient will comply with any protective order that covers the This Agreement and its terms are Confidential Information to and shall not be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to disclosed without consent from the other Party or its Affiliates(which consent shall not be unreasonably withheld), or referring to except that: (i) Licensor may make available this Agreement for review in connection with due diligence investigations by a third party who has entered into a confidentiality agreement substantially in the form of the NDA signed between the Parties, and (ii) Licensor may issue a press release announcing the nature of this Agreement, without the prior written content of which will be mutually approved by the Parties (such approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofnot be unreasonably withheld). 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired The parties acknowledge that in the course of performing their obligations under this Agreement, either party may learn or receive confidential and proprietary information, including, but not limited to, trade secrets, business or organizational plans, customer lists, pricing, and underwriting information, concerning the other party or third parties to whom the other party has an obligation of confidentiality (collectively “Confidential Information”). Confidential Information shall not include information that: (a) was rightfully in the party’s possession prior to receiving Confidential Information; (b) is currently or subsequently becomes available to the public through a source other than the receiving party; (c) the party develops internally, without reference to the other party’s Confidential Information; or (d) the party receives from a third party on a non-confidential basis from a source, which to the best of such party’s knowledge after due inquiry, is not prohibited from discussing such information by a legal, contractual or fiduciary obligation. Each party shall take all necessary steps to provide the maximum protection to secure the other party’s Confidential Information. Each party agrees to take at least such precautions to protect the other party’s Confidential Information as it takes to protect its own Confidential Information. The parties shall not utilize any Confidential Information belonging to the other party without the other party’s prior written consent for any purpose other than performance under this Agreement. The parties agree not to disclose Confidential Information to third parties without the express prior written consent of the party to whom the information belongs. The parties further agree that they will not disclose Confidential Information to anyone within their respective organizations other than those employees with a need to know and who have been informed of the party’s obligations under this Agreement. The parties may disclose Confidential Information to their attorneys, accountants, or other agents (“Representatives”), but only if they need to know the Confidential Information as described above. The parties shall inform each Representative of the confidential and proprietary nature of the Confidential Information. Upon termination of this Agreement, shall be deemed confidential and proprietary a party in possession of any Confidential Information belonging to the Disclosing Party and subject other party shall either return such Confidential Information to this Agreementthe other party or destroy the Confidential Information, except as provided in Section 12.5 below without retaining copies. If any Confidential Information is impossible or as specifically provided elsewhere in this Agreement. Such information includes but is not limited toimpracticable to return or destroy, orders for services, usage information in any form, and CPNI as that term is defined the party holding such other party’s Confidential Information shall remain bound by the Act and terms of this section with regards to the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (applicable Confidential Information). 12.2 . Each Party agrees to use Confidential Information only for the purpose party shall retain sole ownership of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one 6.1 Any prior non-disclosure agreements between the Parties remain valid and binding in respect of disclosures made before the Commencement Date. 6.2 During the Term each Party (the “Disclosing Party”) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to might disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring Affiliates (the “Receiving Party”) written and/or oral information that the Disclosing Party considers to this Agreement, without the prior written approval of the other Partybe Confidential Information. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in does not include information that (i) becomes generally available to the Recipient’s possession free public, except as a result of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no a breach of this Agreement by Recipientthe Receiving Party; (ii) is in the possession of the Receiving Party before disclosure by the Disclosing Party, which provided that the Receiving Party did not receive the information from a third party bound by confidentiality obligation(s) to the Disclosing Party; and/or (iii) is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel the Receiving Party independent from and without reference to Confidential Information. 6.3 The Receiving Party will keep the Confidential Information of Recipient the Disclosing Party confidential during and after the Term. The Receiving Party will use the Confidential Information only in connection with performance under and in compliance with this Agreement and will not disclose Confidential Information to whom any third parties without the Disclosing Party’s prior written consent. The Receiving Party may disclose Confidential Information to its Representatives on a “need-to-know” basis only in connection with such Representatives’ performance under and compliance with this Agreement; provided that the Receiving Party informs such Representatives of the confidentiality obligations of this Agreement. The Receiving Party is responsible for any breach of this Agreement by its Representatives. “Representatives,” means a Party’s Affiliates and its and their respective directors, officers, employees, subcontractors, advisors and/or agents (including, without limitation, attorneys and accountants). 6.4 Receiving Party may disclose the Disclosing Party’s Confidential Information had pursuant to statutory or governmental regulations, requirements and/or subpoenas or other legal process, as long as Receiving Party provides Disclosing Party with prompt written notice, as permitted by applicable law. Receiving Party will reasonably cooperate with Disclosing Party in its attempts to seek a protective order or otherwise limit or restrict disclosure of Confidential Information. If the Disclosing Party is unable to obtain a protective order or otherwise limit or restrict disclosure of its Confidential Information, Receiving Party may disclose the Disclosing Party’s Confidential Information, but only to the extent required. 6.5 On termination or expiration of an Order, and on request of the Disclosing Party, Receiving Party will return or delete all of the Disclosing Party’s Confidential Information, including but not been previously disclosedlimited to copies and derivative works created therefrom, in whatever form, format or media with no copies retained, except that any Confidential Information stored in archive or back-up that is not reasonably capable of being deleted without undue burden or expense is not required to be deleted, destroyed or returned, subject to such Confidential Information not being used. On request, Receiving Party will certify in writing to Disclosing Party its compliance with this paragraph. Any Confidential Information retained pursuant to this paragraph will be held in continued compliance with this Agreement. 6.6 Receiving Party’s breach of this Section 6 will cause irreparable injury and damage to Disclosing Party that might not be susceptible to monetary calculation or have an adequate remedy at law. Accordingly, in the event of a breach or anticipated breach of this Section, in addition to any other rights and remedies available to the Disclosing Party at law and/or in equity, the Disclosing Party will be entitled to seek, and the Receiving Party hereby waives any objection to the Disclosing Party’s receipt of, specific performance and injunctive relief (both temporary and permanent) without the posting of a bond.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in 10.1 The parties acknowledge that during the course of provision of the Services, the Seller may disclose information to Buyer or its affiliated companies. Buyer shall treat such information as the Seller's confidential property and safeguard and keep secret all such information about the Seller, including reports and records, customer lists, trade lists, trade practices, and prices pertaining to the Seller's business. 10.2 Buyer shall exercise its best efforts and shall cause any of its affiliated companies to exercise their best efforts to prevent any confidential information from being disclosed to third parties, except as necessarily required in the performance of the Services and except under terms of confidentiality satisfactory to the Seller. This obligation shall remain in effect until the Seller shall release Buyer or its affiliated companies from their obligations under this paragraph 10, but in no event later than the completion of the Services on the Closing Date. Buyer shall not use any of the Seller's confidential information in any way that is or may be detrimental to the interests of the Seller, directly or indirectly, either during the term of this Agreement or at any time thereafter. 10.3 The parties also acknowledge that during the term of this Agreement, the Buyer may disclose information to Seller or its affiliated companies through Seller's right to enter and inspect the premises of the Business, as well as it right to inspect the Books and Records of the Business. Seller shall be deemed treat such information as the Buyer's confidential property and proprietary safeguard and keep secret all such information about the Buyer, including reports and records, customer lists, trade lists, trade practices, and prices pertaining to the Disclosing Party Buyer's business. 10.4 Seller shall exercise its best efforts and subject shall cause any of its affiliated companies to this Agreementexercise their best efforts to prevent any confidential information from being disclosed to third parties, except as provided necessarily required in Section 12.5 below the inspection of the premises and Books and Records of the Business and except under terms of confidentiality satisfactory to the Buyer. This obligation shall remain in effect until the Buyer shall release Seller or as specifically provided elsewhere its affiliated companies from their obligations under this paragraph 10, but in this Agreementno event later than the completion of the Services on the Closing Date. Such information includes but is Seller shall not limited to, orders for services, usage use any of the Buyer's confidential information in any form, and CPNI as way that term is defined by or may be detrimental to the Act and the rules and regulations interests of the FCCBuyer, and where applicabledirectly or indirectly, either during the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents term of this Agreement in or at any public statement or in any representation to a governmental entity or member thereoftime thereafter. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 (a) All confidential information of a party and of the third parties with which it does business, including without limitation information relating to computer systems, participant data, customer lists and business plans, is disclosed collectively referred to as its “Confidential Information.” Except as expressly permitted by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, each party hereto will: (i) keep and maintain all Confidential Information of the other party in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or acquired in disclosure; (ii) not, directly or indirectly, disclose any Confidential Information of the course of performance of other party to any third party, except with the other party’s prior written consent or as permitted by this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 (b) Each Party agrees party will be permitted to use disclose the others’ Confidential Information only for the purpose of performing under this Agreementto its employees, to hold it in confidencelegal counsel, to disclose it only to employees or auditors and agents who have (collectively, “Recipients”) having a need to know it the Confidential Information in order connection with or related to perform the performance of its obligations under this Agreement. In addition, Fund Agent will be permitted to disclose the Dealer’s Confidential information to its employees, affiliates and third parties (also “Recipients”) for marketing, distribution strategy trade attribution, scrubbing, regulatory and other similar purposes. The parties will instruct their respective Recipients as to their obligations under this Agreement. Despite any contrary provision in this Agreement, any party may disclose the other’s Confidential Information to the extent required to comply with law, regulatory request or a court order; provided, however, that each party must promptly notify the other party of receipt of a request for Confidential Information made pursuant to law, regulatory request or court order, give the other party a reasonable opportunity to prevent the disclosure of the Confidential Information, and reasonably cooperate with the other party in any efforts it makes to safeguard Confidential Information from unauthorized use or prevent the disclosure using no less than of the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with (c) Despite any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to contrary provision in this Agreement, without Confidential Information of a party will not include information that: (i) is or becomes generally known to the prior written approval public not as a result of a disclosure by the other party, (ii) is rightfully in the possession of the other Party. Each Party shall obtain party before disclosure by the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Partyfirst party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which (iii) is independently developed by personnel the other party without reliance on the Confidential Information, or (iv) is received by the other party in good faith and without restriction from a third party not under a confidentiality obligation to the first party and having the right to make such disclosure. The parties each acknowledge that the disclosure of Recipient to whom the Disclosing Partyother’s Confidential Information may cause irreparable injury to the other and damages which may be difficult to ascertain. Therefore, each party will be entitled to injunctive relief upon a disclosure or threatened disclosure of any of its Confidential Information that would violate the terms of this Agreement. Without limitation of the foregoing, each party will advise the other party immediately in the event that it learns or has reason to believe that any person or entity which has had access to Confidential Information has violated or intends to violate the terms of this Agreement. (d) The fee terms in this Agreement shall be deemed Confidential Information of Fund Agent and its affiliates. Without limiting the generality of the foregoing, and despite any contrary provisions in this Agreement, Dealer may not been previously discloseddisclose such information to any other entity that is currently providing, or may provide sales, marketing or distribution support services or any similar services to Fund Agent or any of its affiliates. (e) This confidentiality agreement shall survive the termination of this Agreement.

Confidential Information. 12.1 All information which is disclosed by one The Parties acknowledge that a Party (Disclosing the “Recipient Party”) may have access to confidential or proprietary information (“Confidential Information”) of the other Party (Recipientthe “Disclosing Party”) in connection with under this Agreement. In order to be protected as Confidential Information, information must be disclosed with a confidential or acquired other similar proprietary legend and in the course case of performance of this Agreementorally or visually disclosed Confidential Information, shall be deemed confidential and proprietary to the Disclosing Party shall notify the Recipient Party of its confidential nature at the time of disclosure and subject provide a written summary that is marked with a confidential or other similar proprietary legend to this Agreementthe Recipient Party within […***…] (email acceptable). Confidential Information may include, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is shall not be limited to, orders for servicesinventions, usage information in any formdesigns, formulas, algorithms, trade secrets, know-how, customer lists, demand forecasts, cost and pricing information, business and marketing plans, and CPNI as that term other business, regulatory, manufacturing and financial information. This Agreement, including its terms and conditions is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for . During the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents term of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 […***…], whichever is longer, the Recipient Party shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom hold the Disclosing Party’s Confidential Information had in confidence using at least the degree of care that is used by the Recipient Party with respect to its own Confidential Information, but no less than reasonable care. The Recipient Party shall disclose the Confidential Information of the Disclosing Party solely on a need to know basis to its employees, contractors, officers, directors, representatives, and Affiliates under written nondisclosure and restricted use terms consistent with this Agreement. The Recipient Party shall not been previously discloseduse the Disclosing Party’s Confidential Information for any purpose other than exercising its rights and fulfilling its obligations under this Agreement. The Confidential Information shall at all times remains the property of the Disclosing Party. Upon the termination or expiration of this Agreement, the Recipient Party shall, upon written request of the Disclosing Party, return to the Disclosing Party or destroy the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient Party may maintain one copy of the Disclosing Party’s Confidential Information to be retained by the Recipient Party’s Legal Department for archival purposes only.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each party acknowledges and agrees that in entering into and carrying out the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance terms of this Agreement, shall be deemed the parties may become aware of the confidential and proprietary to information of the Disclosing Party and subject to this Agreementother parties, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes including but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations terms of the FCC, and where applicablethis Agreement, the rules Application, the User Documentation, financial information and regulations of the Commission other information related to each party’s business operations (“Confidential Information”). 12.2 . Each Party party agrees to that it will maintain the confidentiality of such Confidential Information, will not use Confidential Information only for of the purpose other party other than in the performance hereof, and no party shall disclose any such Confidential Information to any other person or entity (other than to those of performing under its employees, agents, contractors and affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement and who are bound by confidentiality and non-disclosure obligations consistent with the terms of this Agreement, ). The obligation not to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if shall not apply to any information which: a. at the time of disclosure is already in the possession of the receiving party without breach of any obligation of confidentiality; b. is independently developed by the receiving party without reliance on the disclosed Confidential Information; c. is or becomes publicly available through no wrongdoing of the receiving party; or d. becomes available to receiving party on a non-confidential basis from a person, other than the disclosing party, who is not bound by a confidentiality obligation or otherwise restricted from transmitting the information to the receiving party. Furthermore, this Section shall not prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or the order of any other authority having jurisdiction; provided that receiving party shall provide disclosing party with prompt notice, unless prohibited by law or court order, thereof so that disclosing party may see an appropriate protective order or other remedy. If in the absence of a protective order or other remedy or waiver of the terms of this Section, the receiving party determines in its sole discretion that it is required by law, a courtregulation, legal process or governmental agencyregulatory authority to disclose any such Confidential Information, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing receiving party may disclose such information until Disclosing Party has had reasonable time upon written notice to obtain a protective orderdisclosing party. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party The terms set forth in this Section 51 shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to survive termination of this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each party acknowledges and agrees that in entering into and carrying out the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance terms of this Agreement, shall be deemed the parties may become aware of the confidential and proprietary to information of the Disclosing Party and subject to this Agreementother parties, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes including but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations terms of the FCC, and where applicablethis Agreement, the rules Application, the User Documentation, financial information and regulations of the Commission other information related to each party’s business operations (“Confidential Information”). 12.2 . Each Party party agrees to that it will maintain the confidentiality of such Confidential Information and no party shall disclose any such Confidential Information, will not use Confidential Information only for of the purpose other party other than in the performance hereof, to any other person or entity (other than to those of performing under its employees, agents, contractors and affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement and who are bound by confidentiality and non-disclosure obligations consistent with the terms of this Agreement, ). The obligation not to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if shall not apply to any information which: a. at the time of disclosure is already in the possession of the receiving party without breach of any obligation of confidentiality; b. is independently developed by the receiving party without reliance on the disclosed Confidential Information; c. is or becomes publicly available through no wrongdoing of the receiving party; or d. becomes available to receiving party on a non-confidential basis from a person, other than the disclosing party, who is not bound by a confidentiality obligation or otherwise restricted from transmitting the information to the receiving party. Furthermore, this Section shall not prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or the order of any other authority having jurisdiction; provided that receiving party shall provide disclosing party with prompt notice, unless prohibited by law or court order, thereof so that disclosing party may see an appropriate protective order or other remedy. If in the absence of a protective order or other remedy or waiver of the terms of this Section, the receiving party determines in its sole discretion that it is required by law, a courtregulation, legal process or governmental agencyregulatory authority to disclose any such Confidential Information, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing receiving party may disclose such information until Disclosing Party has had reasonable time upon written notice to obtain a protective orderdisclosing party. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party The terms set forth in this Section 51 shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to survive termination of this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one The Receiving Party (shall ensure that only those of its officers and employees concerned with the carrying out of this Agreement have access to the Confidential Information of the Disclosing Party) . The Receiving Party shall take all practicable steps to ensure that such persons abide by the same obligations of confidentiality as apply to the other Receiving Party (Recipient) in connection with under this Agreement, or acquired in the course of performance of this Agreement, shall be deemed . The Receiving Party undertakes to treat as strictly confidential and proprietary not to disclose to any third party any Confidential Information of the Disclosing Party, except where disclosure is required by a regulatory authority or by law, in which case the Receiving Party shall inform the Disclosing Party in writing of such requirement and subject the information to this Agreement, except as provided in Section 12.5 below be disclosed. Notification will be within a reasonable time prior to being required to make the disclosure or as specifically provided elsewhere in this Agreement. Such information includes but if such time is not limited toavailable, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified immediately upon becoming known of the requirement promptly after Recipient becomes aware to disclose, Confidential Information. The Receiving Party undertakes not to make use of any Confidential Information of the requirementDisclosing Party, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply other than in accordance with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval consent of the other Disclosing Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents For purposes of this Agreement in any public statement or in any representation and subject to a governmental entity or member thereof. 12.5 Recipient clause 10 (Publication and Authorship), the Clinical Study results generated by Site Parties as disclosed through the CRF shall have no obligation to safeguard be considered Confidential Information which was in of Sponsor and this clause 7 shall not provide Site Parties the Recipient’s possession free of restriction prior rights granted hereunder to its receipt from the Disclosing Party, where it relates to such Clinical Study results owned by Sponsor. The obligations of confidentiality and non-use set out in clause 7.1 shall not apply to information which the Receiving Party can show by competent evidence: is or becomes publicly known part of the public domain by any other means than a wrongful act or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions the Receiving Party; was or becomes in the Receiving Parties’ lawful possession prior to the disclosure without restriction on its disclosure, or which is ; has been independently developed by personnel the Receiving Party without the use of Recipient to whom Confidential Information of the Disclosing Party’s Confidential Information had not ; has been previously disclosedobtained by the Receiving Party from a third party without breach of a confidentiality obligation; or is published in accordance with clause 10 hereof.

Confidential Information. 12.1 All “Confidential Information” means any nonpublic information which is disclosed by one of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving Party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. Any and all information and data provided by the Customer to Mercatus and/or uploaded by the Customer to the other Party (Recipient) in connection with this AgreementPlatform will be considered Customer’s Confidential Information and any information relating to the Platform and Services and the Aggregate Data shall be considered Mercatus Confidential Information, or acquired unless it falls within the exceptions in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreementnext sentence. Such information includes but is Information will not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain constitute the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in if it (i) is already known by the Recipient’s possession free Receiving Party without obligation of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which confidentiality; (ii) is independently developed by personnel the Receiving Party without access to or use of Recipient to whom the Disclosing Party’s Confidential Information; (iii) is publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except for the purposes described herein and will protect the Disclosing Party’s Confidential Information had not been previously disclosedusing the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information of which it becomes aware. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, the Receiving Party will promptly notify the Disclosing Party of the order or request and permit the Disclosing Party (at its own expense) to seek an appropriate protective order or other limitation on disclosure.

Confidential Information. 12.1 All Each Party agrees that all information which is and materials disclosed to a Party by one Party (Disclosing Party) to the other Party (Recipient) in connection with this AgreementParty, or acquired in including the course of performance terms and conditions of this Agreement, shall be deemed confidential considered “Confidential Information” of the disclosing Party. The Confidential Information of Publisher shall include without limitation all reports provided or made available to Publisher pursuant to this Agreement and proprietary all of Publisher’s training materials and sales collateral related to the Disclosing Party and subject to this Agreement, except as products or services provided in Section 12.5 below or as specifically provided elsewhere in under this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use hold the disclosing Party’s Confidential Information only in confidence and, except as otherwise provided for the purpose of performing under in this Agreement, to hold it in confidence, not to disclose it only such information to employees or agents who have others (other than on a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring basis to the other Party or its Affiliatesreceiving Party’s employees, or referring to this Agreement, authorized agents and contractors) without the prior written approval consent of the other disclosing Party. Each Party shall obtain take reasonable precautions to prevent any unauthorized disclosure, publication, dissemination or use of the other disclosing Party’s prior approval before discussing this Agreement in Confidential Information, including without limitation requiring agents and contractors to execute a confidentiality agreement or covenant consistent with the receiving Party’s obligations hereunder. The foregoing restrictions shall not apply to any press or media interviews. In no event shall either information that the receiving Party mischaracterize can demonstrate (a) is, as of the contents time of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by personnel of Recipient the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to whom the Disclosing disclosing Party’s . The foregoing restrictions on Confidential Information had shall not been previously disclosedapply to Confidential Information that is required to be disclosed in connection with any lawsuit, action or other legal or regulatory proceeding related to the Confidential Information or otherwise required to be disclosed as a matter of law. The Parties consent to the enjoining by any court of competent jurisdiction, without bond or other security, any violation threatened or actual, of this covenant. This consent to injunctive relief is in addition to any other legal or equitable remedies a Party may have for breach of this covenant and is not a waiver of any such remedies.

Confidential Information. 12.1 All As used herein, “Confidential Information” means all confidential information which is disclosed by one Party a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or the Receiving Party (Recipient) in connection with this Agreementknows or should know, or acquired in given the course facts and circumstances surrounding the disclosure of performance of this Agreement, shall be deemed confidential and proprietary to the information by the Disclosing Party and subject to this AgreementParty, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreementis confidential information of the Disclosing Party. Such information includes Confidential Information includes, but is not limited to, orders for servicesCustomer Data, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicableOutput, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents terms of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard as well as components of the business plans, inventions, product plans, design plans, financial plans, computer programs, know-how, customer information, strategies, marketing plans, technology and technical information, business processes and other similar information. Without limiting the foregoing, StarTex’s Confidential Information which was includes the Services and the Documentation. Confidential Information does not include information that: (a) is in or enters the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no public domain without breach of this Agreement by Recipient, which is rightfully acquired by Recipient free through no fault of restrictions on the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its disclosure, possession prior to first receiving it from the Disclosing Party without breach of any nondisclosure or which is independently confidentiality obligation; (c) the Receiving Party can demonstrate was developed by personnel the Receiving Party independently and without use of Recipient or reference to whom the Disclosing Party’s Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information had not been previously disclosedof the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to StarTex with respect to StarTex or the Services (collectively, ”Feedback”) will constitute StarTex’s Confidential Information and Customer hereby irrevocably and unconditionally assigns and transfers to StarTex all right, title and interest in and to such Feedback, without further consideration. Further, StarTex will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Partya) to the other Party (Recipient) in connection with this AgreementConfidential Information of Data Innovations, or acquired in the course of performance of this Agreementincluding permitted copies, shall be deemed confidential and proprietary the property of Data Innovations. b) In order to protect the Disclosing Party and subject rights of Data Innovations in its Confidential Information, You agree to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act take all reasonable steps and the rules same protective precautions to protect the Confidential Information from disclosure to third parties as with Your own proprietary and regulations of confidential information. You shall use the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective orderas expressly permitted herein. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party You shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreementnot, without the prior written approval consent of Data Innovations, disclose, provide, or make available any of the other PartyConfidential Information of Data Innovations in any form to any person or third party, except to Your bona fide employees, officers, directors, or third parties whose access is necessary to enable such party to exercise its rights hereunder and then only to those who are subject to written use and disclosure restrictions at least as protective as those set forth herein. Each Party shall You agree that prior to disclosing any Confidential Information of Data Innovations to any third party, You will obtain from that third party a written acknowledgment that such third party will be bound by the other Party’s prior approval before discussing same terms as specified in this Agreement in any press with respect to the Confidential Information and naming Data Innovations, as the case may be, as a third party beneficiary. You shall take all steps reasonably necessary to prevent and restrain unauthorized or media interviews. In no event shall either Party mischaracterize the contents inadvertent use, disclosure, delivery, publication, dissemination or reproduction of this Agreement in any public statement or in any representation to a governmental entity or member thereofsuch Confidential Information. 12.5 Recipient shall c) You acknowledge and agree that You will not permit any third party, nor any employee, representative, or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of the Software to have no obligation access to safeguard Data Innovations' Confidential Information, which includes the Software. d) In the event You become compelled to disclose any of the Confidential Information which was in the Recipient’s possession free under a valid judicial order, You shall give Data Innovations immediate notice so that it may seek a protective order or other appropriate remedy. Disclosure of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedunder a valid judicial order shall, in no way, be deemed to change, affect or diminish the confidential status of such Confidential Information.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreementa. Each party acknowledges that it and its employees or agents may, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing its responsibilities under this Agreement, be exposed to hold it in confidenceor acquire information which is proprietary to or confidential to the other party, including, without limitation, business plans, strategies, forecasts and projections and information about business structures, operations, systems, finances, assets, investments, investment strategies, software and other technology systems, and personnel, customers and suppliers (collectively, “Confidential Information”). Company’s Confidential Information also includes the design, address and location of the Company Facilities (which is deemed to be not publicly known), the Services provided, equipment used at the Company Facilities, the configuration of cables, networks and services at the Company Facilities and the terms of this Agreement. Neither party may use or copy any Confidential Information except to the limited extent necessary to perform its obligations under this Agreement and will not disclose it only any Confidential Information to any person or entity other than to its employees or agents who have a need to know the Confidential Information or as otherwise expressly permitted by this Agreement. Each party shall use the same measures that it uses to protect its own most confidential and proprietary information to protect the Confidential Information from use or disclosure in order to perform under violation of this Agreement, and to safeguard but in no event less than commercially reasonable measures. b. The restrictions on use of Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information do not apply to information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring it (i) is known to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction receiving party prior to its receipt from Disclosing Party, which the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or available otherwise ceases to be confidential, except through no a breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, the receiving party; or which (iv) is independently developed by personnel the receiving party. For the avoidance of Recipient doubt, the mere placement of materials or equipment containing information at a Company Facility does not constitute disclosure of such information to whom Company. c. Upon termination or expiration of this Agreement, or at any other time at the Disclosing Party’s request of the other party, each party shall return to the other party, or destroy and delete, as applicable, all Confidential Information had not been previously disclosedand any copies thereof in its possession or control. d. Neither party may use the other party’s trademarks, service marks, trade names, copyrights, other intellectual property rights or other designations in any promotion, publication or press release without the prior written consent of the other party in each case, which consent may be given in an Order. e. Notwithstanding any contrary provisions in this Agreement, if Client requests or suggests changes to Company’s products or services, absent a separate custom development agreement Client grants Company the right to freely incorporate such changes or suggestions into Company’s products and services without restriction.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each of Clinigen and Theravance and their respective Affiliates and sublicensees shall keep all Confidential Information received from the other Party (Recipient) with the same degree of care it maintains the confidentiality of its own Confidential Information. Each of Clinigen and Theravance undertake and make their respective Affiliates and sublicensees undertake to take any and all steps or actions necessary or desirable under applicable legislation to keep secret the Confidential Information disclosed under this Agreement. Neither Party or its respective Affiliates or sublicensees shall use such Confidential Information for any purpose other than in connection with the performance of or as described in this Agreement, or acquired in disclose the course same to any other Person other than to such of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below its agents or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents contractors who have a need to know it in order such Confidential Information to perform implement the terms of this Agreement or enforce its rights under this Agreement, and to safeguard . A Receiving Party shall advise any agent or contractor who receives such Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware confidential nature thereof and of the requirementobligations contained in this Agreement relating thereto, and the Recipient undertakes lawful measures to avoid disclosing Receiving Party shall ensure that all such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will agents comply with such obligations as if they had been a Party hereto. The Confidential Information may be disclosed in confidence to the Receiving Party’s employees, directors, officers, agents, contractors and any protective order other Persons on a need to know basis on the condition that covers it is not to be reproduced, copied or used for any other purpose than the purpose for which it is provided hereunder. No disclosure of the Confidential Information shall be made by the Receiving Party to be disclosed. 12.4 Neither Party shall produceits employees, publishdirectors, or distribute any press release nor officers, agents and other publicity referring Persons unless and until such employees, directors, officers, agents, contractors and other Persons have agreed in writing: (a) to hold such Confidential Information in confidence at least to the other extent that the Receiving Party or its Affiliatesis obligated hereunder; and (b) not to use such Confidential Information, or referring to except as permitted by the terms of this Agreement. Upon termination of this Agreement, without the prior written approval of the other Party. Each Receiving Party shall obtain the other Party’s prior approval before discussing this Agreement in any press return or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Partydestroy, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom at the Disclosing Party’s request, all documents, tapes or other media containing Confidential Information had not been previously disclosedof the Disclosing Party that remain in the Receiving Party’s, its agents’ or contractors’ possession, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article X notwithstanding any earlier termination of this Agreement or otherwise. Each Party will be liable for breach of this Article X by any of its agents, Affiliates, sublicensees, subcontractors, or its Affiliates’ sublicensees and subcontractors.

Confidential Information. 12.1 All 9.1 This Section 10 applies to all Confidential Information disclosed by the disclosing Party to the receiving Party. “Confidential Information” means confidential and proprietary information of a Party, whether in written, printed, verbal or electronic form, including, without limitation: (i) research and development activities, product design details and specifications, technology and know-how, sales and marketing plans, finances and business forecasts, procurement requirements and vendor information, customer lists, personnel information, and strategic plans; (ii) other information that the disclosing Party identifies in writing as confidential to the receiving Party; (iii) information that the receiving Party knows or has reason to know is confidential, trade secret, or proprietary information of the disclosing Party; and (iv) information which is of such a nature or the manner or circumstance in which such information is disclosed by one Party (Disclosing Party) is such that it may be reasonably inferred to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and and/or proprietary to the Disclosing disclosing Party. Confidential Information will not include information that: (v) is now, or hereafter becomes generally known or available to the public through no act or failure to act on the part of the receiving Party; (vi) was acquired by the receiving Party before receiving such information from the disclosing Party through no breach of any duty of confidentiality owed to the disclosing Party and subject without restriction as to this Agreement, except use or disclosure; (vii) is hereafter rightfully furnished to the receiving party by a third Party without any breach of any duty of confidentiality owed to the disclosing Party and without restriction as provided in Section 12.5 below to use or as specifically provided elsewhere in this Agreement. Such disclosure; or (viii) is information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined the receiving Party can document was independently developed by the Act and the rules and regulations receiving Party without any use of the FCC, and where applicable, the rules and regulations of the Commission (disclosing Party’s Confidential Information). 12.2 . Each Party agrees to use hold the disclosing Party’s Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, confidence and not to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, any other person or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, entity without the prior written approval consent of the other disclosing Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents All Know-How and trade secrets of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Licensor are Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedLicensor.

Confidential Information. 12.1 All information which is disclosed by one Party Each of the parties recognizes that the Confidential Information of each other party constitutes highly valuable and proprietary confidential information. Each party agrees that it 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 (Disclosing Party10) 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 (Recipient) in connection with this Agreement, or acquired in party’s Confidential Information are bound by written confidentiality obligations to maintain the course of performance of this Agreement, shall be deemed confidential confidentiality thereof and proprietary not to the Disclosing Party and subject to this Agreement, use such Confidential Information except as provided in Section 12.5 below or as specifically provided elsewhere in permitted by this Agreement. Such Without limiting the foregoing, each party may disclose information includes but to the extent such disclosure is not limited toreasonably necessary to comply with applicable laws, orders for services, usage information in any form, and CPNI as that term is defined by regulations or court orders. Each party shall take such action to preserve the Act and the rules and regulations confidentiality of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use other parties’ Confidential Information only for as it would customarily take to preserve the purpose confidentiality of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose , using, in all such circumstances, not less than reasonable care. Each party, upon the request of the other party but subject to such requested party’s rights under Section 7.3 will return all the Confidential Information if required disclosed or transferred to it by law, a court, or governmental agencythe other party pursuant to this Agreement within sixty (60) days of such request or, if earlier, the Disclosing Party has been notified termination or expiration of the requirement promptly after Recipient becomes aware of the requirementthis Agreement. Each party, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient as receiving party, will comply with any protective order that covers 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 disclosure of Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofdisclosing party. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one 3.1.1 A Party (Disclosing Party) may disclose or receive Confidential Information pursuant to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential terms and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere conditions set forth in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by . 3.1.2 All Confidential Information exchanged between the Act and Parties must conspicuously bear the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (words “Confidential Information)” or “Confidential.” Confidential Information exchanged orally or through observation must be reduced to writing and marked “Confidential Information” or “Confidential” within thirty (30) calendar days after disclosure to be considered Confidential Information. 12.2 Each Party agrees to use 3.1.3 Recipient will maintain Confidential Information only in confidence for a period of three (3) years from the purpose effective date of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, Agreement and to safeguard will protect Confidential Information from unauthorized use or disclosure using no less than with the same degree of care with which as Recipient safeguards uses to protect its own Confidential Information. 12.3 3.1.4 Recipient may disclose Confidential Information to its employees, consultants, or contractors to whom it is necessary to disclose this information for the purpose of the Research Project; Recipient may make these disclosures only under terms at least as restrictive as those specified in this Agreement. Recipient agrees that disclosure of Confidential Information may not be made to any party not listed herein unless Provider grants prior written approval to Recipient. 3.1.5 Recipient may disclose Provider’s Confidential Information if required to do so by law, a courtregulation, or governmental agencycourt order. If Recipient, if or anyone to whom it discloses Confidential Information in accordance with Article 3, becomes legally required to disclose any Confidential Information, Recipient will provide timely notice to Provider and, to the Disclosing extent practicable, consult with Provider prior to any disclosure. 3.1.6 A Party has been notified may disclose the Abstract of the requirement promptly after Recipient becomes aware of Research Project (in Appendix A, Section I) to the requirementpublic. No other section, and paragraph or statement contained in the Recipient undertakes lawful measures Research Project description in Appendix A may be disclosed to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedthird party. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to 3.1.7 SDSU may disclose the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents existence of this Agreement in any public statement or in any representation to should a governmental entity or member thereofproper request be made under the South Dakota open records procedures. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one During the Agreement Term and for a period of ten (10) years after any termination or expiration hereof, each Party (Disclosing agrees to keep in confidence and not to disclose to any Third Party) to the other Party (Recipient) in connection with this Agreement, or acquired use for any purpose, except pursuant to, and in order to carry out, the course of performance terms and objectives of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents The terms of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard be considered Confidential Information which was of both Parties hereunder. The restrictions on the disclosure and use of Confidential Information set forth in the Recipient’s possession free first sentence of restriction this Section 10.1 shall not apply to any Confidential Information that: (i) was known by the receiving Party prior to its receipt from Disclosing disclosure by the disclosing Party hereunder (as evidenced by the receiving Party, which ’s written records or other competent evidence); (ii) is or becomes publicly known or available part of the public domain through no breach fault of this Agreement the receiving Party; (iii) is disclosed to the receiving Party by Recipient, which a Third Party having a legal right to make such disclosure without violating any confidentiality or non-use obligation that such Third Party has to the disclosing Party and provided such third party is rightfully acquired by Recipient free not disclosing such information on behalf of restrictions on its disclosure, or which the disclosing Party; or (iv) is independently developed by personnel of Recipient the receiving Party who did not have access to whom the Disclosing relevant Confidential Information of the other Party (as evidenced by the receiving Party’s written records or other competent evidence). In addition, if either Party is required to disclose Confidential Information had not been previously of the other Party by regulation, law or legal process, including by the rules or regulations of the United States Securities and Exchange Commission, or similar regulatory agency in a country other than the United States, or of any stock exchange or Nasdaq, such Party shall provide prior written notice and a copy of such intended disclosure to such other Party if possible under the circumstances to enable such other Party to seek a protective order or other appropriate remedy concerning any such disclosure, shall consider in good faith the other Party’s comments and reasonably cooperate (at the expense of the Party seeking to restrict such disclosure) to obtain any such order or other remedy, and shall disclose only such Confidential Information of such other Party as is legally required to be disclosed.. In addition, either Party may disclose to bona fide potential investors or lenders, potential acquirors/acquirees, existing or potential collaborators or licensees or to such Party’s consultants and advisors, the existence and terms of this Agreement to the extent necessary in connection with a proposed equity or debt financing of such Party, or a proposed acquisition or business combination, so long as such recipients are bound in writing to maintain the confidentiality of such information in accordance with the terms of this Agreement

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, 10.1 Information shall be deemed proprietary or confidential if (a) it is considered by Exxxx Bxxxx to be proprietary or confidential and Buying Agent knows or has reason to know that Exxxx Bxxxx considers it to be proprietary or confidential, or (b) it is the type of information that is treated as proprietary or confidential by regional or national retailers in the United States. Without limiting the foregoing, any information concerning the design, specifications, or manufacture of Product, the contents of the Purchase Documents, including the VCM, merchandising or other retail strategies, including cost and pricing data, and customer lists shall be conclusively deemed to the Disclosing Party be proprietary or confidential. Any and subject to this Agreement, except as provided in Section 12.5 below all information disclosed by Exxxx Bxxxx that is proprietary or as specifically provided elsewhere in this Agreement. Such information includes but confidential and is not limited to, orders for services, usage information disclosed in any formmanner (and regardless of whether such information is specifically labeled as such) is considered confidential information, and CPNI as that term is defined by unless such information falls within the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission exceptions set forth below (hereinafter "Confidential Information"). 12.2 Each Party 10.2 Buying Agent agrees to use hold any Confidential Information only for the purpose of performing under this Agreement, disclosed to hold it in confidence, to cause its employees, agents or other third parties to hold such Confidential Information in confidence, and to use its best efforts (and, in all events, no less than the same standard of care and procedures used to protect its own proprietary and confidential information) to protect the confidential nature of the Confidential Information. Buying Agent shall not disclose Confidential Information to others or use it for purposes other than to perform its obligations under this Agreement. 10.3 Buying Agent agrees to limit disclosure of Confidential Information to those employees or agents necessary for the performance of Buying Agent's obligations hereunder and only to such employees and agents who have agreed to be bound by the obligations herein. 10.4 Buying Agent hereby acknowledges that it is aware, and agrees that it will advise all of those persons who are involved in the performance of Buying Agent's obligations hereunder, that applicable law, including securities laws, may prohibit any person who has received material, non-public information concerning Exxxx Bxxxx (including information about Exxxx Bxxxx or its business that is not generally available to the public) from purchasing or selling securities of Exxxx Bxxxx while in possession of such non-public information, and from communicating that information to any other person who may purchase or sell securities of Exxxx Bxxxx or who may otherwise violate such laws by the use or communication thereof. Buying Agent specifically acknowledges these obligations and agrees to be bound thereby. 10.5 Confidential Information shall not include any information which (a) was publicly available at the time of disclosure; (b) became publicly available after disclosure without breach of this Agreement by the Buying Agent; (c) was in Buying Agent's possession prior to disclosure, as evidenced by Buying Agent's written records, and was not the subject of an earlier confidential relationship with Exxxx Bxxxx; (d) was rightfully acquired by Buying Agent after disclosure by Exxxx Bxxxx from a third party who was lawfully in possession of the information and was under no obligation to Exxxx Bxxxx to maintain its confidentiality; (e) is independently developed by Buying Agent's employees or agents who have a need not had access to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if ; or (f) is required to be disclosed by the Buying Agent pursuant to judicial order or other compulsion of law, a court, or governmental agency, if the Disclosing Party has been notified provided that Buying Agent shall provide to Exxxx Bxxxx prompt notice of the requirement promptly after Recipient becomes aware of the requirement, such order and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedimposed on such disclosure. 12.4 Neither Party 10.6 At any time requested by Exxxx Bxxxx, Buying Agent shall producereturn or destroy all documents, publishsamples or other materials embodying Confidential Information, shall retain no copies thereof, and shall certify in writing that such destruction or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofreturn has been accomplished. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed (a) Each of the Distributor and the Company (each, in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereinafter defined) provided to the Receiving Party by one Party the other party hereto (in such capacity, the “Disclosing Party) to the other Party (Recipient”) in connection with this Agreement. The Receiving Party will not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than (i) those directors, officers, employees, agents, contractors, subcontractors and licensees of the Receiving Party, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary (ii) with respect to the Disclosing Party and subject to this Agreement, except Distributor as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreementa Receiving Party, to hold it in confidencethose employees, to disclose it only to employees agents, contractors, subcontractors and licensees of any agent or agents affiliate, who have a need to know it in order to perform assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights, under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either addition, the Receiving Party mischaracterize the contents of this Agreement in any public statement or in any representation (x) will take all reasonable steps to a governmental entity or member thereof. 12.5 Recipient shall have no obligation prevent unauthorized access to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had Information, and (y) will not been previously discloseduse 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. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care. (b) The term “Confidential Information,” as used herein, will mean all business strategies, plans and procedures, proprietary information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.

Confidential Information. 12.1 All information which ‌ (a) Except as set out in this clause 14, for the period that Confidential Information is disclosed by one Party (Disclosing Party) to remain confidential as set out in section 5 of Schedule 2, each party when receiving Confidential Information of the other Party party must: (Recipienti) in connection with this Agreement, or acquired in only use the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing this Agreement; and (ii) keep confidential and not further disclose the Confidential Information. (b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement. (c) Each party may disclose Confidential Information of the other party: (i) with that other party's prior written consent; (ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to hold it equivalent (legally binding) obligations to those set out in confidencethis Agreement; or (iii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard any Confidential Information from unauthorized of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law). (d) Without limiting its obligations, each party: (i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure using no less than of the degree other party's Confidential Information; and (ii) must promptly notify the other if the party becomes aware of care with which Recipient safeguards its own any unauthorised use or disclosure of the other party's Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified (e) Notwithstanding any other provision of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this clause 14 if that party is required to disclose the information to a Minister or a House or Committee of Parliament. (f) This Agreement by Recipientdoes not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, which is rightfully acquired by Recipient free of restrictions on its disclosure, where received or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedcreated under that other agreement.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired Each party acknowledges that in the course of the performance of this Agreement, shall be deemed confidential and proprietary to it may obtain the Disclosing Confidential Information of the other party. The Receiving Party and subject to this Agreement, except (as provided defined in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission 1.8 (Confidential Information). 12.2 Each Party agrees to use ) shall, at all times, both during the term of this Agreement and thereafter for a period of seven (7) years keep in confidence and trust all of the Disclosing Party’s (as defined in Section 1.8 (Confidential Information)) Confidential Information only received by it (except for any source code, which shall be kept in confidence and trust in perpetuity). The Receiving Party shall not use the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified other than as expressly permitted under the terms of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective orderthis Agreement. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither The Receiving Party shall produce, publish, take reasonable steps to prevent unauthorized disclosure or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval use of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party shall not been previously discloseddisclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into confidentiality agreements which protect the Confidential Information of the Disclosing Party sufficient to enable the Receiving Party to comply with this Section 13.1; provided, however, that Licensee will not disclose any PS Source Code or PS Source Code Documentation of PalmSource to any of its contractors or consultants without PalmSource’s prior written permission. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information. It is understood that PalmSource shall have the right to use information relating to Statements of Errors and other error reports in connection with its products and services, including without limitation for purposes of modifying its products and resolving problems with other licensees and developers; provided that PalmSource will treat the identity of Licensee as the source of the respective error report as Confidential Information of Licensee in accordance with this Section 13 (Confidentiality).

Confidential Information. 12.1 All 11.1 Confidential information which (“INFORMATION”) shall mean all information provided by LICENSORS to LICENSEE or by LICENSEE to LICENSORS and identified as confidential at the time of disclosure. Specifically excepted from this definition is disclosed by one Party all information that is: (Disclosing Partya) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined already known by the Act receiving PARTY at the time of disclosure, as demonstrated by clear and convincing evidence contemporaneous with or preceding the rules and regulations disclosure; (b) publicly disclosed through no improper act or omission of the FCCreceiving PARTY; (c) rightfully received by the receiving PARTY from a third party without any obligation of confidentiality; or (d) disclosed pursuant to any judicial or government requirement or order, and where applicable, provided that the rules and regulations of receiving PARTY takes reasonable steps to provide the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it disclosing PARTY with sufficient prior notice in order to perform under this Agreementallow the disclosing PARTY to contest such requirement or order; or (e) independently developed by DUKE alone, and without reference or access to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Informationdisclosing PARTY’s INFORMATION. 12.3 Recipient may disclose Confidential Information if 11.2 In the event the receiving PARTY is required by law, regulation or court order to disclose any of the disclosing PARTY’s INFORMATION, the receiving PARTY will promptly notify the disclosing PARTY in writing prior to making any such disclosure in order to facilitate the disclosing PARTY seeking a court, protective order or governmental agency, other appropriate remedy from the proper authority. The receiving PARTY agrees to cooperate with the disclosing PARTY in seeking such order or other remedy. The receiving PARTY further agrees that if the Disclosing Party has been notified disclosing PARTY is not successful in precluding the requesting legal body from requiring the disclosure of the requirement promptly after Recipient becomes aware INFORMATION, it will furnish only that portion of the requirementINFORMATION that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the INFORMATION. 11.3 The receiving PARTY agrees to hold INFORMATION in trust and confidence for the disclosing PARTY, using the same care and discretion that the Recipient undertakes lawful measures receiving PARTY uses with respect to avoid disclosing its own proprietary information that it considers confidential and, in any event, at least the care that is standard in the industry for confidential, proprietary information of another. The receiving PARTY will not use such information until Disclosing Party has had reasonable time for any purpose except those expressly set forth in this AGREEMENT and will not disclose such information to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, third party without the prior written approval authorization from the disclosing PARTY. (a) Any INFORMATION that MVP discloses to BTG related to PEGylation of proteins or to purification or analysis of PEG-protein conjugates may not be disclosed to DUKE. Except as provided in the foregoing sentence, any other INFORMATION that MVP discloses to BTG may be disclosed by BTG to DUKE. (b) Obligations of this Section 11.3 shall remain in effect during the TERM of this AGREEMENT and for a period of five (5) years after the expiration or termination of the other Party. Each Party shall obtain AGREEMENT in the other Party’s prior approval before discussing this Agreement in any press last-to-expire or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereoflast-to-terminate country, whichever occurs later. 12.5 Recipient (c) No provision contained in this AGREEMENT shall have no obligation be read to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior preclude BTG from providing PEGylated uricase to its receipt from Disclosing Party, which becomes publicly known DUKE for research or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureclinical purposes, or which from informing DUKE of the number of strands and molecular weight of the PEG and other descriptive characteristics of the PEGylated uricase provided to DUKE. (d) Notwithstanding the foregoing, DUKE shall not be obligated to hold in confidence another PARTY’s INFORMATION for longer than five (5) years after such INFORMATION is independently developed by personnel of Recipient disclosed to whom the Disclosing Party’s Confidential Information had not been previously disclosedit.

Confidential Information. 12.1 All information which is disclosed by 15.1 The parties may, from time to time during the term of the Agreement, provide to one Party another Confidential Information. During the term of the Agreement, and for a period of five (Disclosing Party5) years following the expiry or termination for any reason of the Purchase Order, each party shall hold all Confidential Information relating to the other Party (Recipient) in connection confidence and shall treat such Confidential Information with this Agreementthe same degree of care that it uses to protect its own confidential information, or acquired in the course of performance of this Agreement, which shall be deemed confidential and proprietary no less than a reasonable degree of care. Neither party shall, at any time during or after the term of the Purchase Order, use any Confidential Information for any purpose other than carrying out its obligations under the Purchase Order. 15.2 Either party may disclose Confidential Information received from the other party to the Disclosing Party and subject to this Agreementits principals, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited todirectors, orders for servicesemployees, usage information in any formpartners, agents, and CPNI as that term is defined by the Act and the rules and regulations of the FCCcontract workers (“Representatives”), and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order such information and who have confidentiality obligations that are at least as restrictive as the Agreement. Each party shall be responsible for disclosures to perform under this Agreementtheir Representatives. 15.3 Supplier understands and agrees that EY may disclose Supplier Confidential Information received from Supplier to other EY Network Members, and third parties providing services on its behalf, who may require the same to safeguard Confidential Information from unauthorized use enable EY and the EY Network Members to comply with regulatory requirements, to check conflicts, for quality, risk management, or disclosure using no less than for financial accounting purposes and/or for the degree provision of care with which Recipient safeguards its own other administrative support services. EY shall be responsible to Supplier for maintaining the confidentiality of Supplier Confidential Information. 12.3 Recipient 15.4 EY may also disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to its financiers or financiers of any other EY Network Member (including banks and/or holders of any debt instruments or notes that may be disclosed.issued by EY Network Members) (“Financier Purposes”) provided that the recipients of such Confidential Information are bound by obligations to keep such information confidential. EY shall be responsible to Supplier for maintaining the confidentiality of the Supplier’s Confidential Information for all Financier Purposes 12.4 Neither Party shall produce, publish15.5 Upon the expiration or termination for any reason of the Agreement, or distribute upon request subject to any press release nor other publicity referring licence rights, each party shall promptly return to the other Party or its Affiliatesparty or, or referring to this Agreement, without the prior written approval of if so directed by the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard party, destroy all EY Confidential Information which was (in every form and medium, except for archive in the Recipient’s possession free of restriction prior to its receipt from Disclosing Partyordinary course or legal purposes), which becomes publicly known and certify such return or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously discloseddestruction in writing.

Confidential Information. 12.1 All 4.1 The Parties agree that when receiving Confidential Information from the disclosing Party, that the receiving Party shall hold it in confidence and shall not disclose or use such information which is disclosed by one except as permitted under the Agreement. The receiving Party (Disclosing shall treat the disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired ’s Confidential Information in the course same manner as it treats its own proprietary and/or confidential information, which shall not be less than a reasonable standard of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formcare, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this purposes described in the Agreement. Confidential Information may be disclosed to receiving Party’s employees, to hold it in confidenceagents, to disclose it only to employees or agents who have financial advisors, contractors and attorneys on a need need-to know it in order to perform under this Agreement, basis and to safeguard the receiving Party shall ensure that such persons maintain such Confidential Information from unauthorized use or disclosure using no less than pursuant to the degree terms of care with which Recipient safeguards its own Confidential Informationthe Agreement. 12.3 Recipient may 4.2 The receiving Party shall be permitted to disclose Confidential Information if in connection with a judicial or administrative proceeding to the extent that such disclosure is required by lawunder applicable law or court order, a courtprovided that the receiving Party shall, or governmental agencywhere reasonably possible, if give the Disclosing disclosing Party has been notified prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the . 4.3 Confidential Information shall exclude: (i) information which the receiving Party has been authorized in writing by the disclosing Party to be disclosed. 12.4 Neither Party shall produce, publish, disclose without restriction; (ii) information which was rightfully in the receiving Party’s possession or distribute any press release nor other publicity referring rightfully known to it prior to receipt of such information from the disclosing Party; (iii) information which was rightfully disclosed to the other receiving Party or its Affiliates, or referring to this Agreementby a third Party having proper possession of such information, without restriction; (iv) information which is part of or enters the prior written approval public domain without any breach of the other obligations of confidentiality by the receiving Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or ; and (v) information which is independently developed by personnel of Recipient the receiving Party without use or reference to whom the Disclosing disclosing Party’s Confidential Information. 4.4 Nothing in the Agreement will (i) preclude ConnectWise from using the ideas, concepts and know-how which are developed in the course of providing any ConnectWise Offerings to Client or (ii) be deemed to limit ConnectWise’s rights to provide similar ConnectWise Offerings to other customers. Client agrees that ConnectWise may use any feedback provided by Client related to any ConnectWise Offering for any ConnectWise business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. 4.5 The receiving Party agrees, upon request of the disclosing party, to return to the disclosing Party all Confidential Information had in its possession or certify the destruction thereof. 4.6 In the event of a breach of this section, the disclosing Party may not been previously disclosedhave an adequate remedy at law. The Parties therefore agree that the disclosing Party may be entitled to seek the remedies of temporary and permanent injunction, specific performance or any other form of equitable relief deemed appropriate by a court of competent jurisdiction. For Confidential Information that constitutes a trade secret and for ConnectWise software (including code) and Documentation, the material terms of the Agreement, and Client’s and/or ConnectWise’s Confidential Information expressly designated in writing as perpetually confidential, the obligations of this section are perpetual and shall survive termination. For all other Confidential Information, the foregoing obligations shall extend for five (5) years from the date of initial disclosure.

Confidential Information. 12.1 All 4.1 The Parties agree that when receiving Confidential Information from the disclosing Party, that the receiving Party shall hold it in confidence and shall not disclose or use such information which is disclosed by one except as permitted under the Agreement. The receiving Party (Disclosing shall treat the disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired ’s Confidential Information confidentially and in the course same manner as it treats its own proprietary and/or confidential information, which shall not be less than a reasonable standard of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formcare, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each receiving Party agrees to shall use Confidential Information only for the purpose of performing under this purposes described in the Agreement. Confidential Information may be disclosed to receiving Party’s employees, to hold it in confidenceagents, to disclose it only to employees or agents who have financial advisors, contractors and attorneys on a need need-to know it in order to perform under this Agreement, basis and to safeguard the receiving Party shall ensure that such persons maintain such Confidential Information from unauthorized use or disclosure using no less than pursuant to the degree terms of care with which Recipient safeguards its own Confidential Informationthe Agreement. 12.3 Recipient may 4.2 The receiving Party shall be permitted to disclose Confidential Information if in connection with a judicial or administrative proceeding to the extent that such disclosure is required by lawunder applicable law or court order, a courtprovided that the receiving Party shall, or governmental agencywhere reasonably possible, if give the Disclosing disclosing Party has been notified prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers . 4.3 For the purposes of the Agreement, Confidential Information shall exclude: (i) information which the receiving Party has been authorized in writing by the disclosing Party to be disclosed. 12.4 Neither Party shall produce, publish, disclose without restriction; (ii) information which was rightfully in the receiving Party’s possession or distribute any press release nor other publicity referring rightfully known to it prior to receipt of such information from the disclosing Party; (iii) information which was rightfully disclosed to the other receiving Party or its Affiliates, or referring to this Agreementby a third Party having proper possession of such information, without restriction; (iv) information which is part of or enters the prior written approval public domain without any breach of the other obligations of confidentiality by the receiving Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or ; and (v) information which is independently developed by personnel of Recipient the receiving Party without use or reference to whom the Disclosing disclosing Party’s Confidential Information. 4.4 Nothing in the Agreement will (i) preclude CA from using the ideas, concepts and know-how which are developed in the course of providing any CA Offerings to Ordering Activity or (ii) be deemed to limit CA’s rights to provide similar CA Offerings to other customers. Ordering Activity agrees that CA may use any feedback provided by Ordering Activity related to any CA Offering for any CA business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. 4.5 To the extent permitted by the Federal Records Act, the receiving Party agrees, upon request of the disclosing party, to return to the disclosing Party all Confidential Information had not been previously disclosedin its possession or certify the destruction thereof. 4.6 For CA software (including code) and Documentation, and Ordering Activity’s and/or CA’s Confidential Information expressly designated in writing as perpetually confidential, the obligations of this section are perpetual and shall survive termination. For all other Confidential Information, the foregoing obligations shall extend for five (5) years from the date of initial disclosure.

Confidential Information. 12.1 All Each party agrees that all code, inventions, know-how, business, technical and financial information which is disclosed by one it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (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 other nature of the 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 this Agreement shall be deemed Confidential Information of NT without any marking or further designation. Except as expressly authorized herein, the Receiving Party (Recipient) will hold in connection with this Agreementconfidence and not use or disclose any Confidential Information. Without limiting the foregoing, or acquired in Customer shall ensure that its Procurement Agent is subject to written confidentiality terms that are no less protective of NT than the course of performance terms of this Agreement, . The Receiving Party’s nondisclosure obligation shall be deemed confidential and proprietary not apply to information which the Disclosing Receiving Party and subject can document: (a) was rightfully in its possession or known to this Agreement, except as provided in Section 12.5 below it prior to receipt of the Confidential Information; (b) is or as specifically provided elsewhere in this Agreement. Such information includes but has become public knowledge through no fault of the Receiving Party; (c) is not limited to, orders for services, usage information in any form, and CPNI as that term is defined rightfully obtained by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Receiving Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have from a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, third party without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which any confidentiality obligation; (d) is independently developed by personnel employees of Recipient the Receiving Party who had no access to whom 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’s ). The Receiving Party acknowledges that disclosure of Confidential Information had would cause substantial harm for which damages alone would not been previously disclosedbe a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For clarity, the above confidentiality restrictions do not apply to Customer’s use of Work Product.

Confidential Information. 12.1 All information which is 6.1. Confidential Information disclosed by one to the Receiving Party (will remain the exclusive property of the Disclosing Party) to the other . The Receiving Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to may use the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Party’s Confidential Information only solely for the purpose of performing fulfilling its obligations under this Partner Agreement, to hold it in confidence, . The Receiving Party agrees to disclose it the Disclosing Party’s Confidential Information only to employees those employees, agents or agents subcontractors who have a need to know it in order furtherance of this Partner Agreement and who are required to perform protect such Confidential Information against unauthorized disclosure under this Agreement, and to safeguard terms no less restrictive than those set forth herein. The Receiving Party will protect the Confidential Information from unauthorized use use, access, or disclosure using no less than in the same manner as it protects its own proprietary information of a similar nature, and in any event with at least a reasonable degree of care with which Recipient safeguards its own care. 6.2. Confidential Information does not include any information that: (a) is already known to the Receiving Party without restrictions at the time of disclosure; (b) is or becomes known to the general public through no act or omission of the Receiving Party in breach of this Partner Agreement; (c) is disclosed to the Receiving Party by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) is independently developed by employees and/or contractors of the Receiving Party who did not have access to, and without use of, the Disclosing Party’s Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order6.3. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other The Receiving Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom obligations regarding the Disclosing Party’s Confidential Information had not been previously disclosedwill expire three 6.4. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required pursuant to a judicial or administrative proceeding, provided that, unless prohibited by applicable law, the Receiving Party gives the Disclosing Party prompt written notice thereof and the opportunity to seek a protective order or other legal remedies. 6.5. Upon the Disclosing Party’s written request, all Confidential Information (including all copies thereof) of the Disclosing Party will be returned or destroyed, unless the Receiving Party is required by law to retain such information, and the Receiving Party will provide written certification of compliance with this Section.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) Except to the other 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 (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed keep confidential and proprietary to the Disclosing Party shall not publish or otherwise disclosed and subject to this Agreement, except shall not use for any purpose other than as provided in Section 12.5 below or as specifically provided elsewhere permitted in this Agreement. Such information includes but is not limited to, orders for services, usage information in Agreement any form, and CPNI as that term is defined Inventions disclosed to it by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring Affiliates pursuant to this Agreement, without (collectively, “Confidential Information” of the prior written approval disclosing Party). Each Party shall use at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event less than reasonable care, to ensure that its and its Affiliates’ and sublicensees’ employees, previous employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information of the other Party. Each Party shall obtain promptly notify the other upon discovery of any unauthorized use or disclosure of the other Party’s Confidential Information. The Parties further acknowledge that each Party has disclosed to the other Party, prior approval before discussing 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 in and notwithstanding any press 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 media interviewseffect. In no event shall either Party mischaracterize the contents The terms and conditions of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient (but not the existence hereof) shall have no obligation to safeguard be the Confidential Information which was of both Parties. Any Confidential Information disclosed hereunder shall be the Confidential Information of the disclosing Party. The receiving Party is permitted to use such Confidential Information only to the extent permitted in this Agreement or the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach Secondment Agreement. For purposes of this Agreement Article 9, an Excluded Affiliate of TOTAL shall not be considered an Affiliate of TOTAL and shall be treated as a Third Party. Any Inventions solely owned by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s a Party hereunder shall constitute Confidential Information had not been previously disclosedof such Party and any Inventions jointly owned by a Party hereunder shall constitute Confidential Information of both Parties.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) Except as expressly and unambiguously allowed herein, each party agrees that it will hold in confidence and not use or disclose any Confidential Information received from the other party except to the other Party (Recipient) in connection with this Agreementreceiving party’s employees, affiliates, consultants and advisors who need access to the Confidential Information for the receiving party to exercise its rights or acquired in carry out its obligations under the course Agreement and who are legally bound to maintain the confidentiality of performance of this Agreement, shall be deemed the Confidential Information. Each party further agrees to use the same means it uses to protect its own confidential and proprietary information, but in any event not less than reasonable means, to prevent disclosure and to protect the confidentiality of Confidential Information received from the other party. Upon discovery of any unauthorized disclosure of Confidential Information the receiving party shall use its good faith efforts to prevent any further disclosure or unauthorized use thereof. In case of discovery of unauthorized disclosure, the receiving party shall notify the disclosing party without any delay. Upon termination of this Agreement or upon request of the disclosing party, the receiving party will return to the Disclosing Party disclosing party all Confidential Information of such disclosing party, all documents and subject media containing such Confidential Information and any and all copies or extracts thereof, or certify in writing that all such copies and documents have been destroyed. The foregoing shall not prevent either party from disclosing Confidential Information which belongs to this Agreementsuch party or which (i) is in or becomes part of the public domain through no act or omission of the receiving party, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined (ii) can be demonstrated by the Act and receiving party as being known to the rules and regulations receiving party previously, (iii) is rightfully obtained by the receiving party from a third party, (iv) is independently developed by the receiving party without use of the FCC, and where applicable, the rules and regulations of the Commission (other party's Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or (v) is required to be disclosed pursuant to a requirement of a governmental agency, if agency or law so long as the Disclosing Party has been notified disclosing party provides the other party with prompt notice of the requirement promptly after Recipient becomes aware of the requirement, such required disclosure and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply complies with any protective order that covers the Confidential Information to be disclosedimposed on such disclosure. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) Each party will, to the other Party (Recipient) extent and in connection accordance with this Agreementthe policies used to protect its own information of similar importance, use its best efforts to refrain from and prevent the use, duplication, or acquired in disclosure of during or after the course Term any Confidential Information of performance of this Agreementthe other party, shall be deemed confidential and proprietary to the Disclosing Party and subject to disclosed or obtained by such party while performing its obligations under this Agreement, except as provided in Section 12.5 below when such use or as specifically provided elsewhere in disclosure is for the limited purpose of performing obligations under this Agreement. Such Neither party will have an obligation of confidentiality with regard to any information includes but insofar as the same (i) was known to such party prior to disclosure; (ii) is at the time of disclosure publicly available or becomes publicly available other than as a result of a breach of this Agreement; or (iii) is disclosed to such party by a third party not limited tounder a duty not to disclose such information. In addition, orders for services, usage information in the confidentiality obligations set forth above will not apply to any form, and CPNI as that term Confidential Information which is defined by disclosed pursuant to any law of the Act and United States or any state thereof; the order of any court or governmental agency; or the rules and regulations of any governmental agency. Prior to any disclosure required by law or order of any court or government agency, the FCCdisclosing party will notify the other party of the required disclosure. If the required disclosure is to be made within ten (10) days after the disclosing party becoming aware or informed of the obligation to disclose, the 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 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, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing agree that such information until Disclosing Party has had reasonable time other party will be entitled to obtain a protective orderimmediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. Recipient will comply with The nclusion of copyright notices on any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member software licensed hereunder does not constitute publication thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Partya) to the other Party (Recipient) in connection with this AgreementConfidential Information of Data Innovations, or acquired in the course of performance of this Agreementincluding permitted copies, shall be deemed confidential and proprietary the property of Data Innovations. b) In order to protect the Disclosing Party and subject rights of Data Innovations in its Confidential Information, You agree to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act take all reasonable steps and the rules same protective precautions to protect the Confidential Information from disclosure to third parties as with Your own proprietary and regulations of confidential information. You shall use the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective orderas expressly permitted herein. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party You shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreementnot, without the prior written approval consent of Data Innovations, disclose, provide, or make available any of the other PartyConfidential Information of Data Innovations in any form to any person or third party, except to Your bona fide employees, officers, directors, or third parties whose access is necessary to enable such party to exercise its rights hereunder and then only to those who are subject to written use and disclosure restrictions at least as protective as those set forth herein. Each Party shall You agree that prior to disclosing any Confidential Information of Data Innovations to any third party, You will obtain from that third party a written acknowledgment that such third party will be bound by the other Party’s prior approval before discussing same terms as specified in this Agreement in any press with respect to the Confidential Information and naming Data Innovations, as the case may be, as a third party beneficiary. You shall take all steps reasonably necessary to prevent and restrain unauthorised or media interviews. In no event shall either Party mischaracterize the contents inadvertent use, disclosure, delivery, publication, dissemination or reproduction of this Agreement in any public statement or in any representation to a governmental entity or member thereofsuch Confidential Information. 12.5 Recipient shall c) You acknowledge and agree that You will not permit any third party, nor any employee, representative, or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of the Software to have no obligation access to safeguard Data Innovations' Confidential Information, which includes the Software. d) In the event that You become compelled to disclose any of the Confidential Information which was in the Recipient’s possession free under a valid judicial order, You shall give Data Innovations immediate notice so that it may seek a protective order or other appropriate remedy. Disclosure of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedunder a valid judicial order shall, in no way, be deemed to change, affect or diminish the confidential status of such Confidential Information.

Confidential Information. 12.1 All information which is Each Party acknowledges that Confidential Information may be disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in during the course of performance this Agreement. During the Term and for a period of three (3) years following expiration or termination of this Agreement, each Party shall be deemed confidential use at least the same degree of care as it employs to avoid unauthorized disclosure of its own information, but in no event less than a commercially reasonable degree of care and proprietary in the same manner and with the same degree of care from and after the Separation as prior to the Disclosing Party and subject Separation, to this Agreement, except as provided in Section 12.5 below prevent the duplication or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations disclosure of Confidential Information of the FCCother Party, other than by or to (i) its employees and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees Permitted Agents who need to use know such Confidential Information only for the purpose of performing the receiving Party’s obligations or exercising its rights under this Agreement, to hold it in confidence, to disclose it Agreement and then only to employees the extent needed to do so, provided that each such employee or agents who have a need Permitted Agent shall agree to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using comply with confidentiality requirements no less restrictive than those contained in this paragraph and is informed by the degree receiving Party of care with which Recipient safeguards its own the confidential nature of such Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, ; and the Recipient undertakes lawful measures (ii) independent third party auditors that agree in writing to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers confidentiality requirements no less restrictive than those contained herein. If a disclosure would be deemed a breach of this Agreement if committed by the Confidential Information to be disclosed. 12.4 Neither receiving Party itself, then the receiving Party shall produce, publish, or distribute any press release nor other publicity referring be liable to the other Party for any such disclosure made by its employees or its Affiliates, or referring Permitted Agents to this Agreement, without the prior written approval of the other Party. Each Party shall obtain whom it has disclosed the other Party’s prior approval before discussing this Agreement in Confidential Information. If a receiving Party is legally compelled to disclose any press or media interviews. In no event shall either Party mischaracterize of the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing disclosing Party’s Confidential Information, then, prior to such disclosure, the receiving Party will (i) assert the confidential nature of the Confidential Information had 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 been previously disclosedobtained, the receiving Party shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

Confidential Information. 12.1 All information which is As of the Effective Date, the Parties agree to treat all Confidential Information (as described herein) acquired by either of them from the other under this Agreement as being secret and confidential, and each Party agrees that it shall not, at any time, without the express written consent of the other Party, disclose to any third party any Confidential Information. Each Party agrees that it shall use the other Party’s Confidential Information solely to conduct the activities contemplated under this Agreement and for no other purpose. Confidential Information of a Party shall only be disclosed by one Party (Disclosing Party) to the those employees, agents and Affiliates of the other Party (Recipient) who have a need to know such Confidential Information and only to the extent necessary in connection with order to fulfill the relevant Party’s obligations under this Agreement, who have been informed of the confidential nature of such information and who are obligated by written agreement to comply with confidentiality provisions no less restrictive than those set forth in this Agreement. Notwithstanding the foregoing, Magenta may disclose Confidential Information of Bachem relating to a Project Plan(s), Services, or acquired in the course manufacture of performance Product to entities with whom Magenta has or may have a marketing and/or development collaboration or partnership and who have a specific need to know such Confidential Information and who are bound by written agreements which contain restrictions regarding disclosure and use of such Confidential Information no less restrictive than those set forth herein. Each Party further agrees to take such reasonable precautions as it normally takes with its own Confidential Information to prevent any unauthorized disclosure or use of such Confidential Information. For the purposes of this Agreement, “Confidential Information” shall be deemed mean all confidential or proprietary materials or information not generally available to the public that is confidential and proprietary to Magenta or Bachem (as the Disclosing Party and subject to this Agreementcase may be). Magenta’s Confidential Information includes, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for servicesMagenta Pre-Existing Intellectual Property, usage Magenta Developed Intellectual Property, confidential information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees provided to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring Bachem prior to the date hereof, all information regarding Magenta’s materials, processes, know-how, formulations, analytical procedures, clinical procedures, its INDs and any other Party regulatory filings, other information related to the Product or its Affiliatesany other product that may or will be under development by Magenta and any other technical or business information of Magenta (in each case, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.expressly excluding

Confidential Information. 12.1 All information which is disclosed Duty not to disclose or misuse Confidential Information Each party may disclose Confidential Information only: for the purposes of performing its obligations under this Agreement; as required by one Party (Disclosing Party) to law; or as permitted or required in writing by the other Party (Recipient) in connection with this Agreement, or acquired in party. A party may disclose the course of performance terms of this AgreementAgreement to: the officers, shall be deemed confidential employees and proprietary professional advisers of that party and its Related Entities; or a financial institution in order to arrange borrowing for the Disclosing Party and subject Tender Price, but it must use its best endeavours to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in ensure all matters disclosed are kept confidential. The parties may only use Confidential Information to perform their obligations under this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by Preservation of Confidential Information Each party must take whatever measures are reasonably necessary to prevent the Act and the rules and regulations disclosure or misuse of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and including: complying with all security measures established to safeguard Confidential Information from unauthorized use unauthorised access or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose use; and keeping Confidential Information if required by law, a court, under the party's control. Return or governmental agency, if the Disclosing Party has been notified destruction of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, A party must immediately on termination of this Agreement or distribute on the other party's written request at any press release nor other publicity referring time: return to the other Party party Confidential Information provided to or its Affiliates, obtained or referring accessed by the party under this Agreement; or destroy Confidential Information so that it is incapable of being revived; and provide a statutory declaration to the other party that all Confidential Information has been returned or destroyed in accordance with this clause. Further publicity Subject to clause 9.1 of this Agreement, without no party may disclose the prior written approval provisions of this Agreement or the terms on which the Transfer Addresses are sold unless the parties to this Agreement have first consented in writing. The Recipient acknowledges and agrees that: it will not made any announcement or press release in respect of its successful tender or its acquisition of the other PartyTransfer Addresses until Completion or otherwise APIDT has first consented in writing consent the party may withhold in its sole discretion; and APIDT may make an announcement or press release in relation to the completion of each stage of the RFT Process, including an aggregated reference to the total amount realised from the process even if the Tender Price may be derived from that information. Each Party shall obtain GST GST Act In this clause words that are defined in the other Party’s prior approval before discussing Australian GST Law have the same meaning as their definition in that Act. Exclusive of GST Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any press or media interviewssupply is exclusive of Australian GST. In no event shall either Party mischaracterize Recipient must pay If Australian GST is payable in respect of any supply made by a supplier under this Agreement, subject to clause 10.4 the contents of this Agreement in any public statement or in any representation recipient will pay to a governmental entity or member thereof. 12.5 Recipient shall have no obligation the supplier an amount equal to safeguard Confidential Information which was the Australian GST payable on the supply at the same time and in the Recipient’s possession free of restriction prior same manner as the consideration for the supply is to its receipt from Disclosing Party, which becomes publicly known or available through no breach of be provided under this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedAgreement.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing a) Subject to Section 5.6 and the Ancillary Agreements, the Receiving Party) to the other Party (Recipient) , its Affiliates and its and their Personnel will use Confidential Information only in connection with this AgreementAgreement and, except as expressly permitted by this Agreement and subject to the first sentence of Section 5.5(b), will not disclose any Confidential Information. (b) The Receiving Party will (i) restrict disclosure of the Confidential Information to its and its Affiliates’ Personnel with a need to know the Confidential Information for purposes of performing the Receiving Party’s responsibilities or acquired in exercising the course of performance of Receiving Party’s rights under this Agreement, shall (ii) advise those Personnel of the obligation not to disclose the Confidential Information or use the Confidential Information in a manner prohibited by this Agreement, (iii) copy the Confidential Information only as necessary for those Personnel who need it for performing the Receiving Party’s responsibilities under this Agreement and ensure that confidentiality is maintained in the copying process, and (iv) protect the Confidential Information, and require those Personnel to protect it, using the same degree of care as the Receiving Party uses with its own Confidential Information, but no less than reasonable care. The Receiving Party will be deemed confidential and proprietary liable to the Disclosing Party for any unauthorized disclosure or use of Confidential Information by any of its and subject its Affiliates current or former Personnel in violation of this Section 5.5. The parties acknowledge that notwithstanding the foregoing, the SYW Agreement shall govern the treatment of Confidential Information with respect to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act Shop Your Way members and the rules LES Agreement shall govern the treatment of Confidential Business Information and regulations Confidential Personal Information (as such terms are defined in the LES Agreement) with respect to the operation of the FCCLE Shops. (c) Without limiting the foregoing, and where applicablewhen any Confidential Information is no longer needed for the purposes contemplated by this Agreement the Receiving Party will, the rules and regulations promptly after request of the Commission Disclosing Party, either return such Confidential Information in tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other party that it has destroyed such Confidential InformationInformation (other than electronic copies residing in automatic backup systems that are not generally available to the Receiving Party’s Personnel or one copy retained to the extent required by Applicable Law, regulation or a bona fide document retention policy). 12.2 Each Party agrees (d) The obligations under this Section 5.5 do not apply to use any Confidential Information only for that the purpose of performing under this Agreement, Receiving Party can demonstrate (i) was known to the Receiving Party prior to the disclosure thereof to the Receiving Party from the Disclosing Party without any obligation owed to the Disclosing Party or its Affiliates to hold it in confidence, (ii) is disclosed to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required third parties by law, a court, or governmental agency, if the Disclosing Party has been notified or its Affiliates without an obligation of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring confidentiality to the other Disclosing Party or its AffiliatesAffiliate, as applicable, (iii) is or referring becomes available to this Agreement, without the prior written approval any member of the public other Party. Each Party shall obtain than by disclosure by the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Receiving Party, which becomes publicly known its Affiliates or available through no breach its or their Personnel in violation of this Agreement by RecipientSection 5.5, which is rightfully acquired by Recipient free of restrictions on its disclosure, (iv) was or which is independently developed by personnel the Receiving Party or its Affiliates or Personnel without use of Recipient to whom the Disclosing PartyConfidential Information, (v) legal counsel’s advice is that the Confidential Information had not been previously disclosedis required to be disclosed by Applicable Law or the rules and regulations of any applicable Governmental Authority or any stock exchange on which such party’s securities are listed and the Receiving Party has complied with Section 5.6 below, or (vi) legal counsel’s advice is that the Confidential Information is required to be disclosed in response to a valid subpoena or order of a court or other governmental body of competent jurisdiction or other valid legal process and the Receiving Party has complied with Section 5.6 below.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this AgreementConfidential Information includes, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for servicesthe terms of this Agreement, usage all customer names, Documentation, strategies, pricing, information, data, drawings, benchmark tests, business practices, interfaces, specifications, trade secrets, source code (if any is provided) or any other proprietary information in any formsupplied by one party to the other and marked as “confidential information” on the documentation, and CPNI as that term accompanying transactional document, letters, or email at the time it is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information)provided or within a reasonable time afterward. 12.2 Each Party 3.1 Both parties acknowledge that the other party’s Confidential Information constitutes valuable proprietary information and trade secrets and each party agrees to use that the other party shall use, commercialize or disclose the other’s Confidential Information only for the purpose of performing under as permitted by this Agreement. Each party will not allow the other party’s Confidential Information to be disclosed, directly or indirectly, to hold it any unauthorized third party without the other party’s prior written consent. Each party agrees to exercise due care in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard protecting the other’s Confidential Information from unauthorized use or and disclosure using no less than at least to the degree of care with which Recipient safeguards same extent it protects its own Confidential Information. 12.3 Recipient may disclose . The foregoing restrictions do not apply to Confidential Information if required by law, a court, or governmental agency, if that is: (i) at the Disclosing Party has been notified time of disclosure is already in the public domain (ii) made publicly available through no fault of the requirement promptly after Recipient becomes aware receiving party, (iii) obtained by the receiving party from third parties without restrictions on disclosure, (iv) independently developed by the receiving party without reference to the other’s Confidential Information. In the event a receiving party is required to disclose by order of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply court or other governmental entity with any protective order that covers competent jurisdiction the Confidential Information of the disclosing party, the receiving party will prior to any disclosure notify the disclosing party in writing of any such order in order to permit the disclosing party a meaningful opportunity to limit or prevent disclosure of its Confidential Information and any Confidential Information so disclosed shall be disclosedonly to the extent minimally necessary to comply with such order and shall remain confidential. 12.4 Neither Party 3.2 Each party shall produce, publish, or distribute any press release nor other publicity referring to protect the other Party or its Affiliatesparty’s Confidential Information of a technical nature (including source code, or referring to this Agreementif any) in perpetuity and each party shall protect business, without financial and other non-technical Confidential Information during the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents term of this Agreement and for three (3) years thereafter. 3.3 In the event of actual or threatened breach of the provisions of this Section (including for these purposes, the use of the Internal Reference Copy or other Intellectual Property beyond its permitted use), in addition to any public statement other remedies available at law or in any representation equity, the aggrieved party will be entitled to a governmental entity immediate injunctive and other equitable relief, without necessity of posting bond or member thereofshowing actual damage or irreparable harm. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information which is disclosed by one Party it obtains from the disclosing party (“Disclosing Party”) to constitute the other Party (Recipient) in connection with this Agreement, or acquired in the course confidential property of performance of this Agreement, shall be deemed confidential and proprietary to 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 subject the circumstances surrounding the disclosure. The Trimble Technology, performance information relating to the Service, and the terms and conditions of this AgreementAgreement will be deemed Confidential Information of Trimble without any marking or further designation. Except as expressly authorized herein, except as provided the Receiving Party will (1) hold in Section 12.5 below or as specifically provided elsewhere in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each The Receiving Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by lawto its employees, agents, contractors and other representatives having a courtlegitimate need to know (including, or governmental agencyfor Trimble, if the subcontractors referenced in Section 13.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party has been notified 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 confidentiality obligations will not apply to information that the Receiving Party can document: was rightfully in its possession or known to it prior to receipt of the requirement promptly after Recipient becomes aware Confidential Information; (ii) is or has become public knowledge through no fault of the requirement, and Receiving Party; (iii) is rightfully obtained by the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Receiving Party has had reasonable time to obtain from a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, third party without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, any confidentiality obligation; or which (iv) is independently developed by personnel employees of Recipient the Receiving Party who had no access to whom 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’s Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information had would cause substantial harm for which damages alone would not been previously disclosedbe a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, unauthorized access by third parties to any Confidential Information will not be deemed a breach of this Section 10.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each of GSK and Theravance shall keep all Confidential Information received from the other Party (Recipient) with the same degree of care it maintains the confidentiality of its own Confidential Information. Neither Party shall use such Confidential Information for any purpose other than in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary Agreement or disclose the same to the Disclosing Party and subject any other Person other than to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations such of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or its agents who have a need to know it in order such Confidential Information to perform implement the terms of this Agreement or enforce its rights under this Agreement. A Receiving Party shall advise any agent who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and to safeguard the Receiving Party shall ensure that all such agents comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified that remain in the Receiving Party's or its agents' possession, except that the Receiving Party may keep one copy of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be disclosed. 12.4 Neither Party the property of the Disclosing Party, and shall produce, publish, or distribute any press release nor other publicity referring continue to be subject to the other Party or its Affiliates, or referring provisions of this Article 10. Notwithstanding anything to the contrary in this Agreement, without the prior written approval Receiving Party shall have the right to disclose this Agreement or Confidential Information provided hereunder if, in the reasonable opinion of the other Receiving Party's legal counsel, such disclosure is necessary to comply with the terms of this Agreement, or the requirements of any Law. Where possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party's intent to make such disclosure pursuant to the provision of the preceding sentence sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action the Disclosing Party may deem to be appropriate to protect the confidentiality of the information. The Receiving Party will cooperate reasonably with the Disclosing Party's efforts to protect the confidentiality of the information. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no will be liable for breach of this Agreement Article 10 by Recipient, which is rightfully acquired by Recipient free any of restrictions on its disclosure, Affiliates or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedagents.

Confidential Information. 12.1 All information which is disclosed by one 11.1. A Party (Disclosing the Receiving Party) undertakes to treat as confidential and keep secret and use all Confidential Information received from the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only Party) solely for the purpose of performing under this Agreementfulfilling its obligations or exercising its rights hereunder. 11.2. The Receiving Party shall not without the prior written consent of the Disclosing Party divulge any part of the Confidential Information to any person except to the Receiving Party’s and its Affiliates’ employees, to hold it in confidenceprofessional advisors, to disclose it and its agents (Representatives) and then only to employees or agents those Representatives who have a need to know it in order to perform under or receive the benefit of the Supplies. The Receiving Party shall ensure that such Representatives are bound by the material requirements of this Agreement, and to safeguard Confidential Information from unauthorized Clause or a pre-existing confidentiality agreement with comparable terms. The Receiving Party shall use or disclosure using no less than the same degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom protect the Disclosing Party’s Confidential Information had used to protect its own confidential information, but no less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party if it becomes aware of any breach of confidence by any recipient of the Confidential Information and shall give the Disclosing Party all reasonable assistance at the Disclosing Party’s own expense in connection with any proceedings which the Disclosing Party may institute against such recipient for breach of confidence. 11.3. Confidential Information shall not been previously disclosedinclude any information which (a) is at the time of disclosure, or subsequently becomes, publicly known except by breach of these General Terms; (b) is obtained from a third party under no obligation of confidentiality to the Disclosing Party; or (c) is independently developed by the Receiving Party. In the event that the Receiving Party is compelled by law or is required to act in compliance with the legal requirement of a governmental agency to disclose the Confidential Information to any third party, the Receiving Party shall provide the Disclosing Party with reasonable notice of any disclosure and comply with any reasonable instructions of the Disclosing Party as to such disclosure. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of an Agreement.

Confidential Information. 12.1 All 6.1 Unless previously authorized by TEXACO DEVELOPMENT in writing, LICENSEE shall use TEXACO DEVELOPMENT’s Technical Information only in connection with licensed operations in the Plant and shall not make any disclosure of, and shall use its best efforts to prevent the duplication or disclosure of such information which is disclosed by one Party (Disclosing Party) not public information or otherwise generally available to the other Party (Recipient) public, and shall not export or re-export such information or data or the product thereof. LICENSEE shall be permitted to disclose such information if and only if it is legally compelled to make such disclosure; provided, however, that prior to making any disclosure LICENSEE shall first notify TEXACO DEVELOPMENT in writing of the need to make the disclosure and the parties hereto shall cooperate in connection with obtaining a protective order or other mechanism which will preserve the proprietary value of such information. The parties do not intend this AgreementSection 6 to include confidential business information. The terms and conditions under which the parties hereto will exchange business information that is confidential is covered in a separate business information confidentiality agreement dated May 27, 1997. 6.2 With respect to the obligations incurred under this Section 6, information disclosed through an unauthorized disclosure by a third party under a confidentiality obligation with TEXACO DEVELOPMENT with respect to such information shall not in itself be deemed to be public information or acquired otherwise generally available to the public. 6.3 The prohibition on disclosure set forth in the course of performance of this AgreementParagraph 6.1 above prohibits LICENSEE from disclosing TEXACO DEVELOPMENT’s Technical Information to any third party, including without limitation LICENSEE’s contractors and LICENSEE’s affiliates. Such third parties, including contractors and affiliates, shall only be deemed confidential permitted to have access to TEXACO DEVELOPMENT’s Technical Information directly from TEXACO DEVELOPMENT and proprietary after having entered into a written secrecy agreement with TEXACO DEVELOPMENT. 6.4 If LICENSEE enters into a contract with any third party to perform work related to the Disclosing Party design, construction, operation and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations maintenance of the FCCPlant who shall receive or have access to TEXACO DEVELOPMENT’s Technical Information, and where applicable, the rules and regulations any such third party may not perform any of the Commission (Confidential aforementioned work until LICENSEE first receives TEXACO DEVELOPMENT’s written approval, which approval shall not be unreasonably withheld. Furthermore, where such third party will receive LICENSEE’s Technical Information or provide back to LICENSEE technical data and operating information which may become LICENSEE’s Technical Information). 12.2 Each Party agrees to , LICENSEE shall use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had commercially reasonable time efforts to obtain a protective orderwritten agreement from such third party allowing LICENSEE to disclose such information to others without obligation to account to such third party therefor. Recipient will comply with The obligation set forth in this Paragraph 6.4 does not apply to any protective order information that covers the Confidential Information to must be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring kept confidential pursuant to the other Party or its Affiliates, or referring to this Agreement, without the terms of a prior written approval confidentiality obligation that is in effect before entering into such a contract with LICENSEE, provided TEXACO DEVELOPMENT is notified by LICENSEE of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofsuch preexisting confidentiality obligation. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All (a) The Adviser and the Trust each expressly undertakes to protect and to preserve the confidentiality of all information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) and know-how made available under or in connection with this Agreement, or acquired the parties’ activities hereunder that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought, in good faith, to be treated as proprietary or confidential (the course of performance of this Agreement“Confidential Information”). Each party shall take reasonable security precautions, shall be deemed at least as great as the precautions it takes to protect its own confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formevent using a reasonable standard of care, and CPNI as that term is defined by to keep confidential the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use (b) Neither party shall disclose Confidential Information only for the purpose of performing under this Agreementexcept: (a) to its employees, to hold it in confidenceagents, to disclose it only to employees consultants, legal advisors or agents who have auditors having a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own such Confidential Information. 12.3 Recipient may disclose Confidential Information if ; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, a court, or governmental agency, if provided that prior to such disclosure the Disclosing Party has been notified of receiving party shall provide the requirement promptly after Recipient becomes aware of disclosing party with written notice to the requirement, extent reasonably practicable and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will shall comply with any protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without prior notice to the disclosing party, provided that covers the receiving party shall obtain a confidentiality undertaking from the regulatory agency where possible. Neither party will make use of any Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing except as expressly authorized in this Agreement or as agreed to in any press or media interviewswriting between the parties. In no event shall either Party mischaracterize However, the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient receiving party shall have no obligation to safeguard Confidential Information which was in maintain the Recipient’s possession free confidentiality of restriction prior information that: (a) it received rightfully from another party not known to its receipt from Disclosing Party, which be subject to a confidentiality provision; (b) the disclosing party discloses generally without any obligation of confidentiality; (c) is or subsequently becomes publicly known or available through no without the receiving party’s breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, any obligation owed the disclosing party; or which (d) is independently developed by personnel the receiving party without reliance upon or use of Recipient any Confidential Information. Each party’s obligations under this clause shall survive for a period of three (3) years following the expiration or termination of this Agreement. (c) Notwithstanding anything herein to whom the Disclosing Party’s Confidential Information had not been previously disclosedcontrary, each party to this Agreement may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated hereby.

Confidential Information. 12.1 All information A party (Receiving Party) shall keep in strict confidence all Confidential Information which is has been disclosed to, or otherwise obtained by, the Receiving Party by one Party the other party (Disclosing Party) to the other ), its employees, agents or subcontractors. The Receiving Party (Recipient) in connection with this Agreement, or acquired in the course shall restrict disclosure of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use such Confidential Information only to such of its employees, agents or subcontractors as need to know it for the purpose of performing discharging the Receiving Party's obligations under this Agreementthe Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause C1 shall survive termination or expiry of the Contract Transparency The Supplier acknowledges that the United Kingdom Government's transparency agenda requires that contracts, such as the Contract, and any sourcing document, such as the invitation to sourcing, are published on a designated, publicly searchable website. The Supplier acknowledges that, except for any information which is exempt from disclosure in accordance with the provisions of FOIA, the content of the Contract is not Confidential Information. RCUK SSC and the Customer shall be responsible for determining in their absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of FOIA. Notwithstanding any other term of the Contract, the Supplier hereby consents to the Customer and / or RCUK SSC publishing the Contract in its entirety, (but with any information which is exempt from disclosure in accordance with the provisions of FOIA redacted) including from time to time agreed changes to the Contract, to hold it in confidence, to disclose it only to employees the general public. Force majeure If any event or agents who have a need to know it in order to perform under this Agreementcircumstance that is beyond the reasonable control of the Supplier, and which by its nature could not have been foreseen by the Supplier or, if it could have been foreseen, was unavoidable, (provided that the Supplier shall use all reasonable endeavours to safeguard Confidential Information cure any such events or circumstances and resume performance under the Contract) prevent the Supplier from unauthorized use carrying out its obligations under the Contract for a continuous period of more than 10 Business Days, RCUK SSC or disclosure using no less than the degree Customer may terminate this Contract immediately by giving written notice to the Supplier Corruption RCUK SSC or the Customer shall be entitled to terminate the Contract immediately and to recover from the Supplier the amount of care with any loss resulting from such termination if the Supplier or a Supplier's Associate: offers or agrees to give any person working for or engaged by RCUK SSC, the Customer or any Public Body any favour, gift or other consideration, which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, could act as an inducement or a courtreward for any act or failure to act connected to the Contract, or governmental agencyany other agreement between the Supplier and RCUK SSC or the Customer or any Public Body, including its award to the Supplier or a Supplier's Associate and any of the rights and obligations contained within it; has entered into the Contract if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by RCUK SSC, the Disclosing Party Customer or any Public Body by or for the Supplier, or that an agreement has been notified reached to that effect, unless details of any such arrangement have been disclosed in writing to RCUK SSC or the Customer before the Contract is entered into; breaches the provisions of the requirement promptly after Recipient becomes aware Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; or gives any fee or reward the receipt of which is an offence under Section 117(2) of the requirementLocal Government Act 1972. For the purposes of clause C4.1, "loss" shall include, but shall not be limited to: RCUK SSC's or the Customer's costs in finding a replacement supplier; direct, indirect and consequential losses; and any loss suffered by RCUK SSC or the Customer as a result of a delay in its receipt of the Goods. Data protection The Supplier shall comply at all times with all data protection legislation applicable in the UK from time to time. Freedom of information The Supplier acknowledges that RCUK SSC and the Customer may be subject to the requirements of FOIA and EIR and shall assist and co-operate with RCUK SSC or the Customer (at RCUK SSC's or the Customer's expense) to enable them to comply with its obligations under FOIA and EIR. The Supplier shall act in accordance with the FOIA, the EIR and any other similar codes of practice or guidance from time to time. The Supplier shall and shall procure that its employees, agents, sub-contractors and any other representatives shall: transfer any Request for Information to RCUK SSC or the Customer as soon as practicable after receipt and in any event within two Business Days of receiving a Request for Information; provide RCUK SSC or the Customer with a copy of all Information in its possession or power in the form that RCUK SSC or the Customer requires within five Business Days (or such other period as RCUK SSC or the Customer may specify) of RCUK SSC or the Customer requesting that Information; and provide all necessary assistance as reasonably requested by RCUK SSC or the Customer to enable RCUK SSC or the Customer to respond to a Request for Information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR. RCUK SSC or the Customer shall be responsible for determining (in its absolute discretion) whether any Information: is exempt from disclosure in accordance with the provisions of FOIA or EIR; is to be disclosed in response to a Request for Information, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation Supplier respond directly to a governmental entity Request for Information unless expressly authorised to do so in writing by RCUK SSC or member thereofthe Customer. The Supplier acknowledges that RCUK SSC or the Customer may be obliged under the FOIA or EIR to disclose Information, in some cases even where that Information is commercially sensitive: without consulting with the Supplier, or following consultation with the Supplier and having taken its views into account. 12.5 Recipient shall have no obligation 4.2 applies RCUK SSC or the Customer shall, in accordance with any recommendations issued under any code of practice issued under section 45 of FOIA, take reasonable steps, where appropriate, to safeguard Confidential Information which was in give the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureSupplier advanced notice, or which is independently developed by personnel of Recipient failing that, to whom draw the Disclosing Party’s Confidential Information had not been previously disclosed.disclosure to the Supplier's attention as soon as practicable after any such disclosure. General

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired Each party acknowledges that in the course of the performance of this Agreement, shall be deemed confidential and proprietary to it may obtain the Disclosing Confidential Information of the other party. The Receiving Party and subject to this Agreement, except (as provided defined in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission 1.8 (Confidential Information). 12.2 Each Party agrees to use ) shall, at all times, both during the term of this Agreement and thereafter for a period of seven (7) years keep in confidence and trust all of the Disclosing Party’s (as defined in Section 1.8 (Confidential Information)) Confidential Information only received by it (except for any source code, which shall be kept in confidence and trust in perpetuity). The Receiving Party shall not use the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified other than as expressly permitted under the terms of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective orderthis Agreement. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither The Receiving Party shall produce, publish, take reasonable steps to prevent unauthorized disclosure or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval use of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party shall not been previously discloseddisclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into confidentiality agreements which protect the Confidential Information of the Disclosing Party sufficient to enable the Receiving Party to comply with this Section 13.1; provided, however, that Licensee will not disclose any PS Source Code or PS Source Code Documentation of PalmSource to any of its contractors or consultants without PalmSource’s prior written permission. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information. It is understood that PalmSource shall have the right to use information relating to Statements of Errors and other error reports in connection with its products and services, including without limitation for purposes of modifying its products and resolving problems with other licensees and developers; provided that PSI will treat the identity of Licensee as the source of the respective error report as Confidential Information of Licensee in accordance with this Section 13 (Confidentiality).

Confidential Information. 12.1 All information which is disclosed Neither party will acquire any interest in the Confidential Information of the other party learned by one Party that party other than the right to utilize the same in connection with the ownership and operation of Hotel during the Term of this Agreement. The use or duplication of a party’s Confidential Information in any other business will constitute an unfair method of competition with the other party, its Affiliates and that party’s other licensees and businesses. A party (the Disclosing Party) will disclose its Confidential Information to the other Party party (Recipientthe Receiving Party) in connection with this Agreement, or acquired in solely on the course of performance of this Agreement, shall be deemed confidential and proprietary to condition that the Disclosing Receiving Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirementAffiliates agree, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Receiving Party, individually and on behalf of its Affiliates hereby agrees, that Receiving Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or and/or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom : (i) will not use the Disclosing Party’s Confidential Information had in any other business or capacity; (ii) will maintain the absolute confidentiality of the Disclosing Party’s Confidential Information during and after the term of this Agreement; (iii) will not been previously disclosedmake unauthorized copies of any portion of the Disclosing Party’s Confidential Information which is disclosed in written or other tangible form; and (iv) will adopt and implement all reasonable procedures the Disclosing Party prescribes from time to time to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information, including, without limitation, restrictions on disclosure thereof by the Receiving Party’s employees and Affiliates who may have access to the Disclosing Party’s Confidential Information, the use of non-disclosure clauses in employment and other agreements with such persons, and the execution of confidentiality agreements in a form acceptable to the Disclosing Party, by persons having access to such Confidential Information. Notwithstanding any other provision of this Agreement to the contrary, (i) provided that a party or its Affiliate has in place a confidentiality agreement that governs disclosure of non-public information with potential parties to an acquisition agreement regarding such party or its Affiliate, the parties may make Confidential Information available to potential acquirers and their lenders for use in evaluating a possible acquisition transaction; (ii) the parties may disclose Confidential Information to Governmental Authorities as may be required by applicable Law; and (iii) inclusion of customer’s names and addresses in Licensor’s databases shall be permitted without any obligation to remove such information or restrict its use after termination or expiration of this Agreement.

Confidential Information. 12.1 All information which is Confidential Information disclosed by one a Party (Disclosing Party) to the any other Party (Recipient) during the term of this Agreement shall not be used by the receiving Party except in connection with this Agreement, or acquired in the course of performance of activities contemplated by this Agreement, shall be deemed confidential and proprietary maintained in confidence by the receiving Party (except to the Disclosing Party and subject to this Agreementextent reasonably necessary for regulatory approval of products developed by Buyer, except as provided in Section 12.5 below Seller or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formof their respective Affiliates), and CPNI as that term is defined shall not otherwise be disclosed by the Act and the rules and regulations of the FCCreceiving Party to any other person, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a courtfirm, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, governmental or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreementprivate, without the prior written approval consent of the other disclosing Party. Each Party shall obtain , except to the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize extent that the contents Confidential Information (as determined by competent documentation): *** Portions of this Agreement in any public statement or in any representation page have been omitted pursuant to a governmental entity or member thereofrequest for Confidential Treatment and filed separately with the Commission. 12.5 Recipient shall have no obligation to safeguard Confidential Information which A. was in known or used by the Recipient’s possession free of restriction receiving Party prior to its receipt from Disclosing date of disclosure to the receiving Party, which ; or B. either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in possession of the Confidential Information; or C. either before or after the date of the disclosure to the receiving Party becomes publicly published or generally known or available to the public (including information known to the public through the sale of products in the ordinary course of business) through no breach fault or omission on the part of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on the receiving Party or its disclosure, or which sublicensees; or D. is independently developed by personnel or for the receiving Party without reference to or reliance upon the Confidential Information; or E. is required to be disclosed by the receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, PROVIDED THAT the receiving Party provides prior written notice of Recipient such disclosure to whom the Disclosing Party’s Confidential Information had disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure, PROVIDED THAT, specific information shall not been previously disclosedbe deemed to be within any of these exclusions merely because it is embraced by more general information falling within these exclusions.

Confidential Information. 12.1 All information which is disclosed by one 8.1. Neither Party shall (Disclosing Partya) to use Confidential Information of the other Party for any purpose other than to exercise its rights or perform its obligations under this Agreement or (Recipientb) in connection disclose Confidential Information to any third party, except to its officers, directors, employees and consultants who reasonably need to know such information and are bound by obligations of confidentiality consistent with this Agreement, or acquired in . Each Party shall protect Confidential Information of the course of performance of this Agreement, shall be deemed confidential and proprietary other Party at least to the Disclosing extent such Party and subject to this Agreementprotects its own information of like nature, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than reasonable care. In addition, a Party may disclose the degree existence and terms of care with this Agreement to its actual or potential investors or financiers that have been informed of the confidential nature of such information. In the event Licensee elects to utilize Immuta’s Sensitive Data Discovery feature, then Licensee acknowledges that certain Licensee Data will be communicated to Immuta’s third party cloud infrastructure providers for the purposes of (a) determining the categorical type of the data (e.g., person name, date, phone number) for the Licensee's benefit and (b) generating aggregated, anonymized statistics (which Recipient safeguards its own do not include the actual Licensee Data) related to the determined categorical type to improve the feature. Each Party’s Confidential InformationInformation shall remain the property of such Party. 12.3 Recipient may disclose 8.2. The obligations set forth in Section 8.1 shall not restrict any disclosure required by applicable Law or pursuant to the rules of a securities exchange, as long as the Party that will make such disclosure (a) notifies the other Party prior to making such disclosure, to the extent permitted by applicable Law; (b) cooperates with the other Party to context such disclosure, at the other Party’s expense; (c) seeks confidential treatment, a protective order or the like; and (d) only discloses the minimum amount of Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, 8.3. Upon the expiration or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to termination of this Agreement, without or the prior written approval earlier request of the other Party. Each , each Party shall obtain return the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in to the Recipient’s possession free of restriction prior to its receipt from Disclosing other Party, which becomes publicly known or available through no breach destroy such Confidential Information. However, each Party may retain data consistent with its backup and retention practices and one (1) additional copy of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.to confirm its compliance with this Agreement

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired Each party acknowledges that in the course of the performance of this Agreement, shall be deemed confidential and proprietary to it may obtain the Disclosing Party and subject to Confidential Information of the other party. Except as permitted by the terms of this Agreement, except the Receiving Party (as provided defined in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission 1.2 (Confidential Information). 12.2 Each Party agrees to use ) shall, at all times, both during the term of this Agreement and thereafter for a period of seven (7) years keep in confidence and trust all of the Disclosing Party’s (as defined in Section 1.2 (Confidential Information)) Confidential Information only received by it (except for any source code, which shall be kept in confidence and trust in perpetuity). The Receiving Party shall not use the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified other than as expressly permitted under the terms of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective orderthis Agreement. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither The Receiving Party shall produce, publish, take reasonable steps to prevent unauthorized disclosure or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval use of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had and to prevent it from falling into the public domain or into the possession of unauthorized persons. Except as permitted by the terms of this Agreement, the Receiving Party shall not been previously discloseddisclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into confidentiality agreements which protect the Confidential Information of the Disclosing Party sufficient to enable the Receiving Party to comply with this Section 7.1 (Confidential Information); provided, however, that (i) Licensee will not disclose any SDIO Software Source Code or SDIO Software Source Code Documentation of Palm to any of its contractors or consultants without Palm’s prior written permission, except on a need-to-know basis to individual contractors working at the facilities of Licensee who are subject to written obligations of confidentially at least as protective of Palm as the terms and conditions of this Agreement; and (ii) Palm will maintain the source code for Licensee Modifications as confidential and will only disclose such source code under a confidentiality agreement at least as protective as the confidentiality provisions of this Agreement and those which Palm uses for its own SDIO Software Source Code and SDIO Software Source Code Documentation. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party to remedy such unauthorized use or disclosure of its Confidential Information.

Confidential Information. 12.1 All Confidential Information” means any and all information of a confidential or proprietary nature, disclosed orally or in writing to Receiving Party by Disclosing Party or gathered by Receiving Party from inspection of any property, activities or facilities of Disclosing Party, regardless of whether Receiving Party obtained the information before or after the Effective Date or whether the information is specifically identified or marked as “Confidential” or “Proprietary” and which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement. Examples of Confidential Information include but are not limited to passwords and configuration information, technical information, marketing information, product information, and sales and financial information. Except as otherwise provided herein, each party agrees that it shall not use or disclose to safeguard any third party any Confidential Information from unauthorized use or disclosure of the other party. Each party shall instruct its personnel to keep such information confidential by using no less than the degree of same care with which Recipient safeguards and discretion that it uses for its own Confidential Information. 12.3 Recipient , but no less than reasonable care. Each party may disclose Confidential Information if required by lawto its third party consultants or service providers, on a courtneed- to-know basis, or governmental agency, if the Disclosing Party has who have been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures specifically retained to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply perform services in connection with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without provided that all such third parties are informed and agree to be bound by confidentiality terms consistent with this Agreement. Notwithstanding the prior written approval of the other Party. Each Party foregoing, receiving party shall obtain the other Party’s prior approval before discussing this Agreement not be required to protect or hold in confidence any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.information which: 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which i. becomes publicly known or available through no breach wrongful act or omission of this Agreement any person or entity, or ii. becomes known to receiving party rightfully from a third party not under a duty of confidentiality or non-disclosure or a restriction or obligation with respect to use or disclosure; or iii. is approved by Recipient, disclosing party for disclosure without restriction in a written document which is rightfully acquired signed by Recipient free a duly authorized officer of restrictions on its disclosure, or which the disclosing party; or iv. is independently developed by personnel receiving party without use of Recipient to whom the Disclosing Party’s disclosing party's Confidential Information had (as proven by receiving party utilizing written evidence). Disclosure of Confidential Information shall not been previously be precluded if such disclosure is: necessary to establish or exercise rights granted under this Agreement; or required by law or regulation or in response to a valid order of a court or other governmental body of a country or political subdivision thereof. Receiving party agrees that in the event such disclosure is necessary or required, it will cooperate, as may be reasonable, at disclosing party's expense, in obtaining an appropriate protective order limiting disclosure. For purposes of this Section, the “disclosing party” means the party that owns or possesses the Confidential Information and the “receiving party” means the party to which the Confidential Information is disclosed. Each party acknowledges that monetary damages may not be a sufficient remedy or protection for the aggrieved party in the event of a breach of these confidentiality obligations, and the aggrieved party shall be entitled to injunctive or other equitable relief as may be deemed proper or necessary by a court of competent jurisdiction.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Neither party shall use or disclose any of the other Party (Recipient) in connection with this Agreement, or acquired in party’s Confidential Information received by it without the course prior written consent of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except other party. Except as provided in Section 12.5 below or as specifically provided elsewhere the following sentence, nothing contained in this AgreementArticle shall be construed to restrict the Parties from disclosing Confidential Information as is reasonably necessary to perform acts expressly permitted by this Agreement or such acts the Parties’ could reasonably expect to be performed in conjunction with the approval and/or manufacture of Bulk Drug Substance and/or any Product. Such However, if either party is required or feels it necessary to disclose any of the other party’s Confidential Information received by it pursuant to this Agreement (whether by audit or otherwise) to any Third Party or governmental authority or agency in compliance with any federal, state and/or local laws and/or regulations, or pursuant to an order of a court of competent jurisdiction, the disclosing party shall first notify the party owning such Confidential Information, prior to any such disclosure, in order to afford the disclosing party a reasonable opportunity to obtain a protective order as to such information includes but is not limited toand will use reasonable efforts to obtain reliable assurance that the information disclosed will be treated confidentially. In any event, orders for services, usage information in each party shall make any formdisclosures of the other party’s Confidential Information received by it pursuant to this Agreement only to the extent required, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents such persons who have a need to know it in order know. The obligations of each party relating to perform under the other party’s Confidential Information shall expire ten (10) years after termination of this Agreement, and to safeguard . The disclosure of Confidential Information from unauthorized use shall not constitute the grant of any license or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a courtany other rights, or governmental agencygenerate any business arrangements, if unless specifically set forth herein or in another writing. Neither party shall disclose the Disclosing Party has been notified existence or any terms and conditions of this Agreement except (a) with the requirement promptly after Recipient becomes aware other party’s prior written consent or (b) as required to comply with foreign, federal, state or local laws and regulations (including, without limitation, federal and state securities laws and regulations). Each party acknowledges that the remedy at law for any breach of the requirementthis Article 11 would be inadequate, and the Recipient undertakes lawful measures full amount of damages that may result from such breach is not readily susceptible to avoid disclosing such information until Disclosing Party has had reasonable time to obtain being measured in monetary terms. Accordingly, in the event of a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall producebreach or threatened breach by either party of this Article 11, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring party shall be entitled to this Agreement, without immediate injunctive relief prohibiting any such breach and requiring the prior written approval immediate return of the all Confidential Information. Such remedies shall be in addition to any other Partyremedies that may be available. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents [ * ] designated portions of this Agreement in any public statement or in any representation document have been omitted pursuant to a governmental entity or member thereofrequest for confidential treatment filed separately with the Commission. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to 8.1 During performance of the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance Services and for [***] after termination of this Agreement, EirGenix on the one hand, and COMPANY and the Ordering Parties on the other hand (each such entity a “Disclosing party” or a “Receiving party,” as applicable), will treat the Disclosing party’s Confidential Information, including the Disclosing party’s role in any activities described under a SOW or this Agreement, as proprietary and confidential, and without the Disclosing party’s prior written approval, will not disclose such Confidential Information to any Third Party except to the Receiving party’s employees, consultants, advisers, Affiliates and authorized subcontractors to whom it is necessary to disclose the Disclosing party’s Confidential Information for purposes of performing its obligations or exercising its rights under this Agreement and the applicable SOW provided that such employees, consultants, advisers, Affiliates or authorized subcontractors (as applicable) are subject to a written agreement that includes confidentiality and limited use terms at least as restrictive as those specified herein, or as otherwise previously agreed in writing by the Disclosing party. Notwithstanding the foregoing, with COMPANY’s prior review and written approval, EirGenix may publicize statistics regarding its performance of the Services in a manner that does not identify COMPANY or the specific nature of the Services performed or disclose any Confidential Information, any medium formulations developed pursuant to a SOW or COMPANY Inventions. 8.2 The Receiving party shall protect the Disclosing party’s Confidential Information by using the same degree of care as such party uses to protect its own confidential information, but in any event no less than a reasonable degree of care. Any transfer of EirGenix Confidential Information to a Third Party as may be deemed confidential allowed under this Agreement through licenses or other mechanisms must be under obligations of confidentiality and proprietary limited use as stringent as those contained within this Agreement. 8.3 Notwithstanding any other provisions herein, no party, as a Receiving party, shall have liability or obligation to the Disclosing Party and subject to this Agreementparty for, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information nor be in any formway restricted in, and CPNI as that term is defined by the Act and the rules and regulations its disclosure or use of any of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the party’s Confidential Information to be disclosed. 12.4 Neither Party shall producethe extent the Receiving party can prove by competent evidence that such Confidential Information (a) is, publishprior to disclosure hereunder, already known to such Receiving party or distribute any press release nor other publicity referring its Affiliates under no obligation of confidentiality to the other Party Disclosing party or its Affiliates, to any Third Party; (b) is or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available by any means whatsoever, through no wrongful act of the Receiving party; (c) is received from a Third Party other than through breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which Agreement; (d) is independently developed by personnel or for the Receiving party without use of Recipient to whom the Disclosing Partyparty’s Confidential Information. The fact that any portion of the Confidential Information had may be subject to one or more of the foregoing exceptions shall not been previously automatically exclude any combination of Confidential Information from protection under this Section 8 unless the entirety of such Confidential Information also falls under the exception(s). 8.4 In the event the Receiving party is required to disclose Confidential Information of the Disclosing party pursuant to an enforceable order of a court or administrative agency, or to a regulatory authority or under other operation of law, it shall not be a breach of this Section 8 to make such disclosure, provided that the Receiving party (a) gives the Disclosing party notice, to the extent commercially reasonable, of the circumstances of the required disclosure, (b) takes all commercially reasonable steps necessary to assist the Disclosing party in protecting its Confidential Information, and (c) limits disclosures made under this Section 8.4 to the portion of Confidential Information specifically required to be disclosed, and further provided that disclosures made under this Section 8.4 shall not otherwise exempt the disclosed Confidential Information from protection under this Section 8. 8.5 To the extent that COMPANY determines that applications to and approval from the FDA or other governmental or regulatory authority are necessary for a therapeutic product manufactured by COMPANY or an agent or customer of COMPANY which incorporates or uses a Deliverable developed by or for EirGenix, EirGenix will cooperate fully with COMPANY, [***] the regulatory authority request / submission.

Confidential Information. 12.1 All 21.1 During the term of this Agreement and for a period of 10 years thereafter, each Party as well as its employees shall (a) retain in confidence the other Party’s confidential information which is disclosed or developed pursuant to the terms of this Agreement (hereinafter defined as “Proprietary Information”), (b) limit access to the other Party Proprietary Information to those employees having a need to know for purposes of fulfilling the obligations under this Agreement, (c) not disclose the same to any third party (except as expressly authorized under this Agreement) and (d) use the other Party Proprietary Information solely as expressly authorized under this Agreement. During the term of this Agreement and thereafter, Dow is authorized to Disclose In Confidence and to use JSR Proprietary Information as reasonably necessary in order to (i) fulfill DOW’s obligations under this Agreement, and (ii) operate the JSR designed reactor in the New Train to manufacture products for JSR, for DOW, and/or for DOW’s other customers, provided that DOW does not disclose to such customers any JSR Proprietary Information and further provided that DOW does not use Composition Of Matter provided by JSR which is JSR Proprietary Information to operate the JSR designed reactor in the New Train to manufacture products for DOW and/or DOW’s other customers. During the term of this Agreement, JSR is authorized to Disclose In Confidence and to use DOW Proprietary Information for the purpose of fulfilling JSR’s obligations under this Agreement. Otherwise, neither Party shall disclose or use the other Party Proprietary Information of the respective other Party for its own benefit or for the benefit of a third party. 21.2 If either Party (“Requesting Party”) desires to use the other Party’s Proprietary Information for the purposes other than expressly permitted herein, the Requesting Party may request the other Party (“Requested Party”) grant a license to use such Proprietary Information for such purposes according to the terms and conditions to be agreed by the Parties; provided, however that the Requested Party shall not in any event be obliged to grant such a license. 21.3 For the purposes of this Agreement, the term “Proprietary Information”, as used with respect to one Party, means all technical, commercial and/or business information which is disclosed by one that Party (Disclosing Party) to the other Party (Recipient) in connection with under this Agreement, including, without limitation, data, know-how, formulas, compositions, production methods, processes, techniques, quality control and testing methods, documents, designs, sketches, photographs, plans, graphs, drawings, specifications, equipment, product samples, reports, customer lists, pricing information, studies, findings, inventions and ideas. To qualify as “Proprietary Information” under this Agreement, the information in question (i) must be disclosed in writing or acquired other tangible form and marked “[disclosing-Party name]-CONFIDENTIAL”, or (ii) if initially orally disclosed or visually observed, must be documented by delivery to the recipient Party of a written summary of that information within thirty (30) days after such disclosure or observation, with the summary being marked “[disclosing-Party name]-CONFIDENTIAL.” 21.4 Notwithstanding anything to the contrary in Section 21.3, the term “Proprietary Information” does not include any information that the recipient can prove (i) is or has become part of the public domain other than by acts or omissions of recipient, its Affiliates or their employees, representatives, consultants or advisors; or (ii) has been furnished or made known to recipient or its Affiliates by a third party as a matter of legal right and without restriction on recipient’s disclosure or use of the same; or (iii) was in the course possession of performance recipient or its Affiliates prior to receipt of the same from the disclosing party, and was not acquired by recipient, its Affiliates or their employees, representatives, consultants or advisors, directly or indirectly from the disclosing party under an obligation of confidentiality which is still in force; or (iv) was or is independently developed by or for recipient or its Affiliates without using the disclosing party Proprietary Information. 21.5 For the purpose of this Article, specific items of Proprietary Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by more general information within one or more of the exceptions. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are within one or more of the exceptions, but only if the combination itself and its principle of operation are within one of the exceptions. 21.6 Notwithstanding the provisions of this Article, if a Party becomes legally compelled to disclose any of the other Party’s Proprietary Information, the Party shall promptly advise the other Party of such Proprietary Information in order that the owner of the information may seek a protective order or such other remedy as the owner of the information may consider appropriate in the circumstances. A Party shall disclose only that portion of the other Party’s Proprietary Information which it is legally required to disclose. 21.7 Neither Party shall issue any press release or otherwise communicate with the media or trade community regarding the terms and conditions of this Agreement except with the prior written approval of, and in a matter acceptable to, the other Party. 21.8 Immediately upon termination or expiration of this Agreement, each Party shall be deemed confidential and proprietary return to the Disclosing other Party and subject to this Agreement, except as provided in Section 12.5 below all Proprietary Information recorded or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information documented in any form, and CPNI as that term is defined by the Act all copies thereof. At such time, both Parties shall also exchange any other memoranda, reports or other tangible and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees intangible media which refer to use Confidential any Proprietary Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing destroy all such information until Disclosing Party has had reasonable time and certify the fact of such destruction to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each As exceptions to the foregoing, (1) each Party shall obtain the other Party’s prior approval before discussing this Agreement may retain in any press or media interviews. In no event shall either Party mischaracterize the contents its confidential files one copy of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard all such Proprietary Information for record purposes, and (2) DOW may retain such copies of JSR Confidential Information which was in as are reasonably required for operation of the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known New Train and/or for compliance with Dow-internal or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedexternally imposed document-retention rules that are applicable.

Confidential Information. 12.1 All information which is 4.1 The Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information. 4.2 When Confidential Information has been disclosed by one the other Party, the receiving Party (Disclosing Party“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the other disclosing Party (Recipient) and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in connection with this Agreementno case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or acquired in agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the course of performance terms of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations The Recipient of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing disclosed under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information from unauthorized use in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure using no less than the degree of care with which Recipient safeguards its own said Confidential Information. 12.3 Recipient may disclose 4.3 All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honour any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if required by lawits Confidential Information is made public, released to a courtthird party, or governmental agency, if otherwise disclosed in breach of this Agreement and that the Disclosing disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time shall be entitled to obtain injunctive relief against a protective order. Recipient will comply with threatened breach or continuation of any protective order that covers such breach and, in the Confidential Information to be disclosedevent of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. 12.4 Neither Party 4.4 The terms of this Agreement shall produce, publish, not be construed to limit either Party’s right to develop independently or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, acquire products without the prior written approval use of the other Party’s Confidential Information. Each Party shall obtain The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other Party’s prior approval before discussing Parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofconnection with such development. 12.5 4.5 Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to safeguard Confidential Information which was hold in confidence such information, where such information: (a) Is already known to the Recipient’s possession free , having been disclosed to the Recipient by a third party without such third party having an obligation of restriction prior confidentiality to its receipt from Disclosing the disclosing Party, which ; or (b) Is or becomes publicly known or available through no breach wrongful act of this Agreement by the Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureemployees, officers, directors, or which is agents; or (c) Is independently developed by personnel of the Recipient without reference to whom the Disclosing Party’s any Confidential Information had not been previously discloseddisclosed hereunder; or (d) Is approved for release (and only to the extent so approved) by the disclosing Party; or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each 10.1 The Receiving Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had in strict confidence and not been previously disclosedto disclose such Confidential Information to any third party or to use it for any purpose other than is specifically authorized in this Agreement or by Disclosing Party inwriting. The Receiving Party agrees that it shall employ all reasonable steps to protect the Confidential Information of the Disclosing Party from unauthorized or inadvertent disclosure, including without limitation, steps that it takes to protect its own proprietary information; provided, however, that no less than a reasonable degree of care to protect data shall be maintained at all times. A Receiving Party will neither disclose the Disclosing Party’s Confidential Information to any third party nor use such Confidential Information in any manner not expressly permitted by the Agreement. A Receiving Party will disclose the Disclosing Party’s Confidential Information to its employees or agents only on a “need to know” basis and only to those employees who are bound by written confidentiality obligations no less strict than those set forth in this Agreement. A Receiving Party will be responsible for any breach of these confidentiality obligations by its employees or agents. 10.2 Notwithstanding the foregoing, a Receiving Party will be entitled to disclose a Disclosing Party’s Confidential Information as a result of governmental or legal requirements, provided that reasonable notice is first given to the Disclosing Party and all reasonable non-financial cooperation is given in order to allow the Disclosing Party to seek a protective order. 10.3 Notwithstanding the foregoing, each Party may reveal to third parties that a relationship exists between Client and FocusVision, without revealing the scope, content or any other Confidential Information related to the engagement. 10.4 If a Receiving Party discovers any actual or suspected misuse of, disclosure or loss of, or inability to account for any Confidential Information of the Disclosing Party, such Receiving Party shall promptly: (i) notify the Disclosing Party upon becoming aware thereof; (ii) furnish to the Disclosing Party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist Disclosing Party in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information; (iii) take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the violation; and (iv) cooperate in all reasonable respects with the Disclosing Party to minimize the violation and any damage resulting therefrom.

Confidential Information. 12.1 All information which GSK and Santarus each hereby recognize and acknowledge that the other Party’s Confidential Information constitutes valuable and confidential information. Subject to other express provisions of this Agreement, GSK and Santarus each agree as follows that during the Term, and for a period of five (5) years after the effective date of termination of this Agreement for any reason: (a) The Parties will not disclose, directly or indirectly, in any manner whatsoever to any Third Parties any Confidential Information received from the other Party (the “Disclosing Party”) without first obtaining the written consent of the Disclosing Party, and the other Party (“Recipient”) will keep confidential, all of the Disclosing Party’s Confidential Information that is disclosed by one Party (to Recipient. Recipient agrees to use the same level of care in safeguarding the Disclosing Party’s Confidential Information that Recipient uses with its own confidential information of a similar nature, but in no event less than reasonable care. Recipient will restrict disclosure of the Disclosing Party’s Confidential Information solely to those of its (or its Affiliate’s) employees or representatives having a need to know such Confidential Information in order to exercise a right granted or fulfill an obligation under, this Agreement. (b) Both Parties shall ensure that each of their respective employees and representatives who will have access to the Confidential Information of the Disclosing Party are bound by an agreement to maintain such Confidential Information in accordance with the confidentiality obligations set forth in this Article 12. (c) Recipient will not use the Disclosing Party’s Confidential Information in any manner whatsoever other than solely in connection with the performance of its obligations, or exercise of its rights, under this Agreement in accordance with the terms and conditions set forth in this Agreement. (d) Except as permitted by this Article 12, GSK and Santarus each agree not to disclose any terms or conditions of this Agreement or the existence of this Agreement to any Third Party without the prior written consent of the other Party, provided that each Party will be entitled to disclose the terms of this Agreement without such consent to its advisors and potential and existing financing sources, acquirors/acquirees (including to the consultants and advisors of the foregoing), and to others (including in the case of Santarus, to UMissouri and, in the case of GSK, to potential and existing Sublicensees), in each case on a need-to-know basis and on the condition that such Persons agree to keep such Confidential Information in accordance with the obligations set forth in this Article 12. In addition, either Party may disclose the terms of this Agreement to the extent reasonably required by Applicable Law or by applicable rules of any national stock exchange on which the shares of such Party are listed. (e) In the event Recipient is requested pursuant to, or required by, Applicable Law to disclose any of the Disclosing Party’s Confidential Information, it will notify the Disclosing Party promptly in writing so that the Disclosing Party may seek a protective order or other appropriate remedy or, in the Disclosing Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. At the Disclosing Party’s expense, Recipient will co-operate in all reasonable respects, in connection with any reasonable actions to be taken for the foregoing purpose. Recipient may, without liability, disclose the Confidential Information of the other Party to the extent such disclosure is required under Applicable Law, and Recipient will exercise reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to any of the Disclosing Party’s Confidential Information so disclosed. (f) Upon the effective date of the termination of this Agreement for any reason, either Party may request in writing, and the other Party will either: (i) promptly destroy all copies of the requesting Party’s Confidential Information in the possession of the other Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the other Party’s expense, all copies of such Confidential Information in the possession of the other Party, provided, however, the other Party will be permitted to retain one (1) copy of the requesting Party’s Confidential Information for the sole purpose of determining any continuing obligations hereunder (or in the case of Santarus, fulfill its obligations under the Missouri Agreement). Additionally, except as otherwise expressly provided herein, upon termination of this Agreement for any reason, both Parties will immediately cease all use of the other Party’s Confidential Information including, to the extent reasonably possible, removing all references to such Confidential Information from its internal analyses, memoranda, compilations, studies or other documents. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in this Section 12.1. (g) Each Party represents and warrants to the other Party (Recipient) that it has all right, title and ownership interest in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use its Confidential Information only for or it has the purpose of performing under this Agreement, to hold it in confidence, right to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain may seek to enforce all rights and legal remedies available under this Article 12 or by law, including injunctive relief, specific performance and other equitable remedies in the event of a breach of the provisions of this Article 12 by the other Party. (h) Notwithstanding the provisions of this Article 12, the Parties agree that nothing contained in this Article 12 will prevent (i) GSK from disclosing any Santarus Confidential Information, without obtaining Santarus’ prior consent, to any Affiliate of GSK or to any Third Party who has a need to know such Confidential Information for the purposes of engaging in the development, manufacture or commercialization of Licensed Products in the Field in the GSK Territory in accordance with this Agreement; provided that such Affiliate or Third Party is bound by obligations of confidentiality and non-use no less burdensome than those set forth in this Agreement with respect to the Confidential Information, (ii) Santarus from disclosing any GSK Confidential Information, without obtaining GSK’s prior approval before discussing consent, to UMissouri, as required under the Missouri Agreement, or to any Affiliate of Santarus or to any Third Party who has a need to know such Confidential Information for the purposes of engaging in the development, manufacture or commercialization of Licensed Products for sale outside of the GSK Territory; provided that such Affiliate or Third Party is bound by obligations of confidentiality and non-use no less burdensome than those set forth in this Agreement with respect to the Confidential Information or (iii) Santarus from disclosing information or data related to Licensed Products in its filings or submissions to Regulatory Authorities in connection with Licensed Products. (i) The confidentiality obligations set forth in this Article 12 will supersede that certain Confidentiality Agreement between GlaxoSmithKline Services Unlimited and Santarus dated August 7, 2007 (“Confidentiality Agreement”), and will govern any press or media interviews. In no event shall and all information disclosed by either Party mischaracterize to the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofother pursuant thereto. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Each Party (Disclosing Party) to shall use the Confidential Information of the other Party (Recipient) in connection with only for the purposes contemplated by this Agreement. A Receiving Party shall use reasonable efforts, or acquired in not less rigorous than it uses with respect to its own similar confidential information, to ensure that the course Confidential Information of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreementis not disclosed, published, released, transferred or otherwise made available in any form to, for the use or benefit of, any Person except as provided in Section 12.5 below or this ARTICLE FOURTEEN, without such Disclosing Party's written consent, which may be unreasonably withheld. A Receiving Party shall, however, be permitted to disclose relevant aspects of a Disclosing Party's Confidential Information to its officers and employees and to the officers and employees of its Affiliates, to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, however, that such Party shall take all reasonable measures, which measures shall be at least as specifically provided elsewhere rigorous as those it uses with respect to its own similar confidential information, to ensure that Confidential Information of the other Party is not disclosed in contravention of the provisions of this Agreement. Such information includes but is not limited toA Receiving Party shall also be permitted to disclose relevant aspects of a Disclosing Party's Confidential Information to its professional advisors, orders for servicessub-contractors, usage information in any formsuppliers and agents on such terms which are reasonable considering the sensitivity of the Confidential Information, and CPNI as that term is defined by the Act legal requirements and the rules and regulations identity of the FCCdisclosee, and where applicablewhich terms shall at least include the requirements set out in this SECTION 14.1, the rules and regulations of the Commission (Confidential Information). 12.2 Each provided that no Receiving Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may shall disclose Confidential Information if required of a Disclosing Party to any Person who is a competitor of the Disclosing Party or the Affiliates of any such competitor. The obligations in this ARTICLE FOURTEEN shall not restrict any disclosure by any Party pursuant to: (a) any applicable law; (b) by order of any court of competent jurisdiction or government agency provided that the Receiving Party has first given reasonable notice under the circumstances CONFIDENTIAL - DO NOT DISCLOSE to allow the Disclosing Party to intervene in the relevant proceeding, a courtto close such proceedings to all Persons other than the parties thereto or otherwise retain the confidentiality of the Confidential Information, or governmental agency, if and the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, otherwise provided all reasonably requested co-operation in connection therewith; (c) to banking regulators in connection with their investigative and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.audit functions;

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) 8.1. As a result of the Services to the other Party (Recipient) in connection with be performed pursuant to this Agreement, or acquired each Party will have access to Confidential Information of the other Party, and such Party’s Affiliates. The Recipient Party agrees not to disclose the Confidential Information for any purpose other than in the course of performance of this Agreement. The Recipient Party agrees to: (i) take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement; and (ii) use no less than the due care it uses to protect its own Confidential Information. The Recipient Party agrees to notify the Disclosing Party of any misuse or misappropriation of Confidential Information, immediately after the Recipient Party learns of any such misuse or misappropriation. The Recipient Party agrees to hold the Disclosing Party’s Confidential Information in confidence until that information becomes part of the public domain through no act of the Recipient Party. 8.2. This Section 8 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other Governmental Authority; provided, however, that the Recipient Party shall be deemed confidential and proprietary first have given written notice of the required disclosure to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or soon as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formpracticable, and CPNI as that term is defined by to the Act and the rules and regulations of the FCCextent legally permissible, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if afford the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time an opportunity to obtain a protective order. Additionally, the Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produceshall, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom at the Disclosing Party’s request and cost, make a reasonable effort to obtain such a protective order and/or assist the Disclosing Party in opposing or limiting any such disclosure. 8.3. All Confidential Information had not been previously disclosedshall remain the property of the Disclosing Party. Neither this Agreement nor the disclosure of Confidential Information hereunder shall grant or be construed as granting any right, title, license or other interest in the Confidential Information. Upon the Disclosing Party’s request, the Recipient Party will promptly return or destroy (at the Disclosing Party’s option) all Confidential Information and will confirm in writing that the Recipient Party, its employees and agents have returned or destroyed all Confidential Information of the Disclosing Party. 8.4. All obligations of the Parties under this Section 8 shall survive the expiry or termination of this Agreement.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each of GSK and Theravance shall keep all Confidential Information received from the other Party (Recipient) with the same degree of care it maintains the confidentiality of its own Confidential Information. Neither Party shall use such Confidential Information for any purpose other than in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary Agreement or disclose the same to the Disclosing Party and subject any other Person other than to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations such of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or its agents who have a need to know it in order such Confidential Information to perform implement the terms of this Agreement or enforce its rights under this Agreement. A Receiving Party shall advise any agent who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and to safeguard the Receiving Party shall ensure that all such agents comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified that remain in the Receiving Party's or its agents' possession, except that the Receiving Party may keep one copy of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be disclosed. 12.4 Neither Party the property of the Disclosing Party, and shall produce, publish, or distribute any press release nor other publicity referring continue to be subject to the other Party or its Affiliates, or referring provisions of this Article 10. Notwithstanding anything to the contrary in this Agreement, without the prior written approval Receiving Party shall have the right to disclose this Agreement or Confidential Information provided hereunder if, in the reasonable opinion of the other Receiving Party's legal counsel, such disclosure is necessary to comply with the terms of this Agreement, or the requirements of any Law. Where possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party's intent to make such disclosure pursuant to the provision of the preceding sentence sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action the Disclosing Party may deem to be appropriate to protect the confidentiality of the information. The Receiving Party will cooperate reasonably with the Disclosing Party's efforts to protect the confidentiality of the information. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no will be liable for breach of this Agreement Article 10 by Recipient, which is rightfully acquired by Recipient free any of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedAffiliates.

Confidential Information. 12.1 All information which is and data, trade secrets, privileged records and other confidential or proprietary information disclosed to or collected or developed by one either Party in connection with this Study (collectively “Information“) shall be treated as confidential. Each Party (Disclosing the “Receiving Party”) agrees not to disclose to any third parties or to use any Information provided to it by the other Party (Recipient“Disclosing Party”) in connection with this Agreement, for any purpose other than the performance of the Study. Each Party shall ensure that its employees and collaborators are bound by confidentiality obligations not less strict than those set out herein prior to receiving any Information. Upon termination or acquired in the course of performance expiry of this Agreement, the Institution shall destroy or return to Sponsor, as per Sponsors’ request, all documents, samples and material containing or relating to Information, except for one copy of Information, which is to be retained in the confidential files of the Institution for record purposes and other purposes permitted under this Agreement. If requested by Sponsor, such destruction shall be deemed confidential and proprietary promptly confirmed in writing by the Institution to Sponsor. The confidentiality obligations set out above shall not apply to: Information which is, at the Disclosing time of disclosure, in the public domain or thereafter becomes part of the public domain otherwise than by an act or omission of the Receiving Party; Information that the Receiving Party and can demonstrate by written evidence was in its possession prior to its disclosure by disclosing Party or its collection or creation during or in connection with the Study; Information which the Receiving Party received from any third party not engaged in the activities which are the subject to of this Agreement, except as provided where such information is not subject to an obligation of confidentiality in Section 12.5 below or as specifically provided elsewhere favour of either Party on objective grounds had a valid reason to be in good faith regarding such rights; Information disclosed in permitted publication according to Article 10 of this Agreement. Such information includes but If disclosure of Information beyond what expressly authorised in this Agreement is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by Norwegian law, that disclosure does not constitute a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipientfor as long as Institution notifies Sponsor in writing as far as possible in advance of the disclosure so as to allow Sponsor to take legal actions to protect Information, which is rightfully acquired by Recipient free of restrictions on its disclosurelimit disclosure only to Information required to comply with legal obligations, or which is independently developed by personnel of Recipient and continue to whom maintain in confidentiality the Disclosing Party’s Confidential Information had not been previously disclosedwith respect to all other third parties.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) 15.1 The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other Party (Recipientor its designees) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed certain confidential and proprietary information, including without limitation information concerning the DPO Resale Services and the knowhow, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. 15.2 Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined receiving party after disclosure by the Act and the rules and regulations disclosing party other than by breach of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing receiving party’s obligations under this Agreement, to hold it in confidence, to disclose it only to employees section or agents who have by breach of a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than third party’s confidentiality obligations; (iii) was known by the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction receiving party prior to its receipt from Disclosing Party, which becomes publicly known or available through no disclosure by the disclosing party other than by breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, a third party’s confidentiality obligations; or which (iv) is independently developed by personnel the receiving party. 15.3 As a condition to the receipt of Recipient the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to whom any third party any portion of the Disclosing Partydisclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information had not been previously disclosedin any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Confidential Information. 12.1 All information which is disclosed by one Party 17.1. From time to time during the term of the Contract, HFT (the “Disclosing Party”) may, but is not obliged to, disclose information to the User (the “Receiving Party”) that is proprietary or confidential. The Receiving Party shall maintain in strict confidence all confidential or proprietary information of the Disclosing Party including but not limited to designs, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to the Disclosing Party, its present or future products, sales, suppliers, employees, investors or business, including prices and discounts (“Confidential Information”) identified by the Disclosing Party (Recipient) or where it ought reasonably to be known as Confidential Information, whether in connection with this Agreementoral, written, graphic or acquired in electronic form. The Receiving Party shall not use, disclose or grant the course use of performance such Confidential Information to any third party except for the purposes of this Agreement, shall be deemed confidential and proprietary performing obligations to the Disclosing Party under the Contract. The Receiving Party shall ensure its employees, agents or consultants to whom disclosure is to be made on a need-to-know basis, hold the Confidential Information in strict confidence and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such not make any use of such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined purpose other than those expressly permitted by the Act Contract. The Receiving Party shall use (and require that all employees, agents and consultants) at least use the same standard of care as the Receiving Party uses to protect its own Confidential Information of a similar nature from unauthorised use or disclosure, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information of the Disclosing Party. 17.2. The obligations contained in Clause 17.1 shall not apply if: (a) the Confidential Information was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) the Confidential Information was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) the Confidential Information became generally available to the public or otherwise part of the public domain after its disclosure and other than through an act or omission of the Receiving Party in breach of the Contract; (d) the Confidential Information was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or (e) the disclosure or use is required by law, any regulatory body or the rules and regulations of the FCC, and where applicable, the rules and regulations a relevant recognised stock exchange. 17.3. This Clause shall survive termination of the Commission (Confidential Information)Contract. 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) 17.1 Save as expressly provided in this Agreement, the Parties agree that they shall not, directly or indirectly either alone or jointly with any other person use, disclose or otherwise divulge any Confidential Information relating to the other party to any Third Party. 17.2 The obligations of confidentiality set out in sub-Clause 17.1 shall not apply to information which is: 17.2.1 required to be shared with other insurers, reinsurers, credit reference agencies and information agencies with regard to credit agreements, policies and claims primarily to help assess risks, handle claims and prevent fraud; 17.2.2 Required to be disclosed by law or by any regulator of either Party (Recipient) in connection with this Agreement, or acquired by an Ombudsman; 17.2.3 Lawfully in the course possession of performance the other Party at the time of the disclosure; 17.2.4 In the public domain otherwise than through a breach of this Agreement, shall be deemed confidential and proprietary ; or 17.2.5 to the Disclosing extent that the other Party and subject acquires or has acquired such Confidential Information free from any obligation or confidentiality from a third party who is not in breach of any obligation as to this Agreementconfidentiality to either Party; or 17.2.6 disclosed to the professional advisers lawyers, except as auditors of each Party provided in Section 12.5 below or as specifically provided elsewhere that those professional advisers, lawyers, auditors owe a duty of confidentiality to the disclosing party no less onerous than the confidentiality obligations set out in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information)Clause 17. 12.2 17.3 Each Party agrees will ensure that all of its employees or Sub-Agents to use which Confidential Information only for the purpose of performing under this Agreement, is disclosed are aware prior to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers receiving the Confidential Information in question of the relevant Party's obligations pursuant to be disclosedthis Clause 17. 12.4 Neither 17.4 As between the Parties, all Confidential Information shall be owned solely by the disclosing Party. The unauthorised disclosure or use of such Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, the disclosing Party shall produce, publish, have the right to seek an immediate injunction against any such unauthorised disclosure or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. use. 17.5 Each Party shall obtain the other Party’s prior approval before discussing operate adequate procedures designed to ensure compliance with this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofClause. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All (a) Clients, on the one hand, and CSG, on the other hand, will treat as confidential all of the following information which received by such party hereunder (the “Receiving Party”) that is disclosed provided by one Party the other party hereto (the “Disclosing Party”): any information or data that is (i) to the other Party fixed in a tangible medium (Recipientincluding any electronic medium) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to furnished by the Disclosing Party to the Receiving Party under this Agreement and subject to this Agreementmarked as the confidential or proprietary information of the Disclosing Party; or (ii) which, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but if disclosed orally, is not limited to, orders for services, usage information in any form, and CPNI as that term is defined identified by the Act Disclosing Party at the time as being confidential or proprietary and is confirmed by the rules Disclosing Party as being Confidential Information in writing within ****** (**) **** after its initial disclosure. In addition, CSG acknowledges that all information and regulations data relating to the residential or commercial Customers of a Client, in whatever form provided, shall constitute Confidential Information of such Client. Further, the terms and conditions of this Agreement shall constitute Confidential Information of each party hereto. The Receiving Party will make the same effort to safeguard the Confidential Information of the FCC, Disclosing Party as it does in protecting its own proprietary data but in no event less than reasonable care. All data and where applicable, other information provided to CSG by a Client shall remain the rules and regulations exclusive property of such Client. The Receiving Party will not disclose or make available the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for supplied by the purpose of performing under this AgreementDisclosing Party to anyone other than its employees agents, to hold it in confidence, to disclose it only to employees or agents third party contractors who have a need to know it the information for purposes of conducting the Receiving Party’s business, or provision or consumption of Products or Services and who agree to comply with restrictions with respect to the Confidential Information that are no less restrictive than the use and nondisclosure obligations (and, in order the case of Personal Information, the privacy and data security obligations) of this Agreement that are applicable to perform such Confidential Information. Unless use and access of Confidential Information is at the request and direction of the Disclosing Party, the Receiving Party shall be responsible under this Agreement, and as though it were the Receiving Party’s act or omission, for any violation of the provisions of this Section 9 that is caused by the acts or omissions of any third party to safeguard which it has disclosed any Confidential Information of the Disclosing Party. Each party shall notify all employees, third party contractors and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the Disclosing Party and shall instruct such employees, agents and third party contractors to maintain the Confidential Information in strict confidence. In the event of any conflict or inconsistency between the provisions of this Section 9(a) and Section 10, the provisions of Section 10 shall control and prevail. The Receiving Party shall use the Confidential Information of the Disclosing Party only for the purpose of fulfilling its obligations under this Agreement and, in the case of TWC as the Receiving Party also for the purpose of using the Products and Services. (b) The Receiving Party shall be relieved of the obligations of Section 9(a) with respect to information it can establish through credible evidence: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of the Disclosing Party’s confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party’s confidential information; or (iv) became known to the Receiving Party, without restriction, from unauthorized use or disclosure using no less a source other than the degree Disclosing Party (which source was not bound by confidentiality restrictions) without breach of care this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights. In furtherance of CSG’s obligations hereunder and without limiting the foregoing, CSG agrees that, with which Recipient safeguards its own respect to any materials that contain personally identifiable information of a Client’s Customers that CSG discards or disposes of under this Agreement, CSG shall properly shred any such materials in order to avoid a disclosure of such Confidential InformationInformation of such Client. 12.3 Recipient may (c) If the Receiving Party is required by any law, rule or regulation of any governmental authority or by order of any court of competent jurisdiction to disclose Confidential Information if required by lawof the Disclosing Party, a courtthe Receiving Party may disclose such Confidential Information to such governmental authority or court to the extent so required, or governmental agencyprovided, if that, the Receiving Party shall: (i) give reasonable notice to the Disclosing Party has been notified in advance of such disclosure; (ii) seek confidential treatment of such information from the entity to which the disclosure is made; and (iii) limit disclosure of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Party's Confidential Information to that required to be disclosed. 12.4 Neither Party shall produce(d) Upon the termination, publish, cancellation or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents expiration of this Agreement in for any public statement reason or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in upon the Recipient’s possession free reasonable request of restriction prior to its receipt from the Disclosing Party, all Confidential Information of the Disclosing Party, together with any copies thereof, shall be returned to the Disclosing Party or, if requested by the Disclosing Party, destroyed, in which becomes publicly known case the Receiving Party shall certify that such destruction has occurred. (e) Each of the parties acknowledges and agrees that the other would be irreparably harmed if any of the Confidential Information were to be disclosed to third parties, or available through no breach if any use were to be made of the Confidential Information other than that permitted herein, and further agrees that the other shall have the right to seek and obtain injunctive relief upon any violation of the terms of this Agreement by RecipientSection, which is rightfully acquired by Recipient free of restrictions on its disclosurein addition to all other rights and remedies available at law or in equity. (f) The Receiving Party shall defend, or which is independently developed by personnel of Recipient to whom hold harmless and indemnify the Disclosing Party and the Disclosing Party’s Confidential Information had not been previously disclosedowners, parent company, partners, affiliates, subsidiaries, agents, officers, directors, managers, or employees (collectively, the “Related Parties”) from any and all losses, damages, liabilities, judgments, settlement amounts, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any third party claim, demand, action, suit, proceeding or investigation against the Disclosing Party as a result of the Receiving Party’s breach of its obligations under this Section 9. The affected parties shall comply with the indemnification procedures set forth in Section 15.

Confidential Information. 12.1 All information which 8.1 Either party hereto acknowledges that all Confidential Information accumulated by the other party hereto is disclosed by one Party extremely valuable to the party disclosing such Confidential Information (“Disclosing Party”) and that the disclosure of such Confidential Information by the party receiving such Confidential Information (“Receiving Party”) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to any unauthorized third party may cause the Disclosing Party irreparable harm. Accordingly, LICENSEE shall use all Confidential Information obtained from LICENSOR for the sole purpose of manufacturing, using, developing and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in selling Licensed Product under this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by For a period of five (5) years from the Act and the rules and regulations date of the FCC, and where applicabledisclosure, the rules and regulations of Receiving Party shall not divulge the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for or any portion thereof to an unauthorized third party, nor shall the purpose of performing under this Agreement, to hold it in confidence, Receiving Party use the Confidential Information or any portion thereof except as licensed. If and when the Receiving Party needs to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree part of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to the government authorities, no disclosure shall be disclosedmade without the Receiving Party first giving the Disclosing Party reasonable notice prior to the intended disclosure of such Confidential Information so as to allow the Disclosing Party an opportunity to object to such disclosure and obtain an appropriate protective order or other safeguard. 12.4 Neither Party 8.2 LICENSEE shall produce, publish, or distribute any press release nor other publicity referring to limit the other Party or its Affiliates, or referring to this Agreement, without the prior written approval internal dissemination of the other PartyConfidential Information to only regular employees, directors and officers of LICENSEE whose access to such Confidential Information is necessary for the proper discharge of their functions and responsibilities. Each Party shall obtain LICENSEE further agrees to take any and all appropriate safeguards so as to protect the other Party’s prior approval before discussing this Agreement in secret and proprietary nature of the Confidential Information and to prevent any press unauthorized use or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member reproduction thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. ‌ 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is (a) Subject to clause 9(d), each party shall treat, and shall cause its Related Bodies Corporate and its own and its Related Body Corporate's Personnel to treat, any Confidential Information as strictly confidential and not disclose any Confidential Information. (b) No party may use Confidential Information disclosed by the other party for a purpose other than as expressly contemplated by this Agreement and must not permit or assist any person to make any unauthorised use of the other party's Confidential Information. (c) Participant Data and Third Party Exchange Data remains Confidential Information of Participant notwithstanding any transformation or analysis of that Participant Data or Third Party Exchange Data by Data Republic or any other Participant on the Data Republic Senate Platform to create Data Products and whether or not incorporated into Data Republic Databases or Data Products. Transformations and analyses of Participant Data and Third Party Exchange Data may also include Confidential Information of Data Republic and Confidential Information of Other Data Contributors or Users. Inclusion or incorporation of Confidential Information of any one Party or more parties into a product or service shall not affect the fundamental character of confidence of the respective contributor’s Confidential Information. (Disclosing Partyd) Notwithstanding the terms of this clause 9, either party may disclose Confidential Information of the other if and to the extent that: the information is in or enters the public domain other Party (Recipient) than by reason of a breach of this clause 9 by the person receiving such information; the information was in the possession of the receiving person prior to its disclosure; the disclosure is to its legal and professional advisors in connection with this Agreement, ; the disclosure is required by applicable Law; the information is comprised in any Data Products made available to Participant or acquired Users in accordance with the course remainder of performance the terms of this Agreement, shall be deemed confidential and proprietary ; the disclosure is to the Disclosing Party party's Related Bodies Corporate and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents service providers who have a need to know it such information, and only to the extent of such need; or the disclosure is made with the consent of the other party. (e) Before any disclosure under clauses 9(d)(iii), 9(d)(v) or 9(d)(vi), the disclosing party must ensure that a recipient of Confidential Information is subject to terms of confidentiality on substantially similar terms to this clause 9. (f) Before any disclosure in reliance on clause 9(d)(iv), the party concerned must, where not prohibited by law, take all reasonable steps to preserve the confidentiality of the information and immediately notify the other party of such requirement, giving full details of the circumstances of the proposed disclosure, in order to perform enable the other party to have a reasonable opportunity to contest such disclosure. (g) Subject to clause 9 (Liability of other Users) of the Data Contributor Module (if applicable), each party shall be responsible for any breach by its own Personnel and any of its Related Bodies Corporate and their Personnel of the obligations set out in this clause 9. (h) Each party must notify the other party promptly in writing if it becomes aware that any person not authorised to have access to the Confidential Information of the other party under this Agreement, and to safeguard Confidential Information from unauthorized use Agreement has obtained or disclosure is using no less than the degree of care with which Recipient safeguards its own any such Confidential Information. 12.3 Recipient (i) Participant agrees that, notwithstanding this clause 9, Data Republic may disclose Confidential Information if required by lawParticipant's participation on the Data Republic Senate Platform generally in a public manner and to other participants (including for the purpose of making recommendations and introductions), a courtincluding (without limitation) on Data Republic's website and in marketing materials, or governmental agency, if the Disclosing Party has been notified and make use of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures Participant Marks to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply do so in accordance with any protective order that covers the Confidential Information to be disclosedclause 10.2. 12.4 Neither Party shall produce, publish, or distribute (j) Each party acknowledges that any press release nor other publicity referring breach of this clause 9 may result in damage to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Partyparty for which monetary damages may not provide sufficient relief. Each Party shall obtain the party is entitled to seek enforcement of its rights under this clause by specific performance or other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofinjunctive proceedings. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s 's prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s 's possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s 's Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which Except to the extent set out in this Clause or where disclosure is disclosed expressly permitted elsewhere in this Contract, each Party shall: treat the other Party's Confidential Information as confidential and safeguard it accordingly; and not disclose the other Party's Confidential Information to any other person without the Information owner's prior written consent. Clause D4.1 shall not apply to the extent that: such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause D5 (Freedom of Information); such Information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by one the Information owner; such Information was obtained from a third Party (Disclosing Party) without obligation of confidentiality; such Information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or it is independently developed without access to the other Party's Confidential Information. The Contractor may only disclose the Client's Confidential Information to the Staff who are directly involved in the provision of the Goods and Services and who need to know the Information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. The Contractor shall not, and shall procure that the Staff do not, use any of the Client's Confidential Information received otherwise than for the purposes of the Contract. Where deemed appropriate by the Client, and at the written request of the Client, the Contractor shall procure that its Staff sign a confidentiality undertaking prior to commencing any work in accordance with the Contract. Nothing in this Contract shall prevent the Client from disclosing the Contractor's Confidential Information (including the Management Information obtained under Schedule D of this Contract) : to the Crown or any other Contracting Authority. The Crown and any Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to the Crown or other Contracting Authorities on the basis that the Information is confidential and is not to be disclosed to a third Party (Recipientwhich is not part the Crown or any Contracting Authority; to any consultant, Contractor or other person engaged by the Client or any person conducting an Office of Government Commerce gateway review; for the purpose of the examination and certification of the Client's accounts; or for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Client has used its resources. The Client shall use all reasonable endeavours to ensure that any Crown body, Contracting Authority, employee, third Party or sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to Clause D4.6 is made aware of the Client's obligations of confidentiality. Nothing in connection with this AgreementClause D4 shall prevent either Party from using any techniques, ideas or acquired know-how gained during the performance of the Contract in the course of performance of this Agreement, shall be deemed confidential and proprietary its normal business to the Disclosing Party and subject to extent that this Agreement, except as provided use does not result in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party's Confidential Information or an infringement of its Intellectual Property Rights. Each Party Freedom of Information The Contractor acknowledges that the Client is subject to the requirements of the FOIA and the Environmental Information Regulations and shall obtain assist and cooperate with the other Party’s prior approval before discussing this Agreement Client to enable the Client to comply with its Information disclosure obligations. The Contractor shall and shall procure that any sub-contractors shall: transfer to the Client all Requests for Information that it receives as soon as practicable and in any press event within 2 Working Days of receiving a Request for Information; provide the Client with a copy of all Information in its possession or media interviewspower in the form that the Client requires within 5 Working Days (or such other period as the Client may reasonably specify) of the Client's request; and provide all necessary assistance as reasonably requested by the Client to enable the Client to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. The Client shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the Code of Practice on Government Information, FOIA or the Environmental Information Regulations. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation Contractor respond directly to a governmental entity or member thereof. 12.5 Recipient Request for Information unless expressly authorised to do so by the Client. If the Client receives a Request for Information relating to Information previously considered by the Parties to be Commercially Sensitive Information that is exempt under the FOIA the Client shall: consider whether the Information is, in fact, exempt and; consider whether the public interest in maintaining the exemption outweighs the public interest in disclosing the Information (unless the Information benefits from an absolute exemption) and; consult with the Contractor prior to disclosure of the Information whenever reasonably practicable. Without prejudice to Clause D5.5 the Client shall have no obligation to safeguard consult with the Contractor before disclosing any Confidential Information which was of the Contractor unless the Client is obliged under the FOIA to disclose such Information without consulting the Contractor. The Client shall not be liable for any loss or damage suffered by the Contractor, whether in Contract, tort or any other way, as a result of the Recipient’s possession free of restriction prior Client disclosing Information in response to its receipt a request made under the FOIA. The Contractor shall ensure that all Information is retained for disclosure in accordance with any legislation or guidelines from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient time to whom time in place and shall permit the Disclosing Party’s Confidential Information had not been previously disclosedClient to inspect such records as requested from time to time.

Confidential Information. 12.1 All information which is disclosed by one (a) The Receiving Party (will not use any Confidential Information of the Disclosing Party) to the Party other Party (Recipient) than in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential its obligations and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations exercise of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform its rights under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may will not disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing any such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produceany third party, publish, or distribute any press release nor other publicity referring to than the other Party or its Receiving Party’s Affiliates, or referring to this Agreementand its and their respective employees, without the prior written approval consultants, advisors and contractors, in each case who are bound by obligations of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents confidentiality at least as protective of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedas those set forth herein. The Receiving Party agrees to be contractually responsible for and defend the Disclosing Party against any losses arising from or relating to use or disclosure (to the extent such use or disclosure is in violation of this Section 11.1) of the Disclosing Party’s information by an Affiliate or other person to which the Receiving Party disclosed or otherwise made available the Disclosing Party’s information. (b) The Receiving Party will maintain the confidentiality of the Disclosing Party’s Confidential Information, using no less than a reasonable degree of care. (c) If the Receiving Party is requested to disclose any of the Disclosing Party’s Confidential Information pursuant to any subpoena or requirement under applicable Law, the Receiving Party will give the Disclosing Party written notice of the request and sufficient opportunity to contest the order and/or seek an appropriate protective order, or other remedies or protections, for the purpose of resisting or restricting the disclosure and protecting the confidentiality of the Confidential Information, including protecting this Agreement and anything related to it as available on an “attorneys eyes” only basis in litigation. Without limiting the foregoing, each Party may disclose the other Party’s Confidential Information to the extent necessary to comply with any securities Laws applicable to such Party or the rules or regulations of any securities exchange on which such Party’s stock is listed.

Confidential Information. 12.1 All If there is certain information that COUNTY asserts is “highly confidential” and shall be restricted in particular ways, COUNTY shall mark such information “Highly Confidential” and direct CONTRACTOR on how it may be used and or disseminated. As a condition to receiving and/or furnishing Confidential Information, CONTRACTOR agrees to keep confidential and secret all Confidential Information which is county furnishes or makes available, in any form, format, media and data compilation of any kind and whether furnished or disclosed at any time before or after the date hereof, to CONTRACTOR and/or its agents, representatives, attorneys, accountants, financial advisors, directors, officers and employees ("Representatives"); and to take or refrain from taking any actions which would reveal Confidential Information and/or violate this AGREEMENT. CONTRACTOR agrees that the Confidential Information will be kept confidential by one Party (Disclosing Party) it and its Representatives and will be used by CONTRACTOR only for the Purpose. CONTRACTOR shall transmit Confidential Information only to those of its Representatives who need to know such information for the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance Purpose and shall be advised by CONTRACTOR of this Agreement, and agree with CONTRACTOR to be bound by confidentiality provisions no less strict than those contained in this AGREEMENT. CONTRACTOR agrees that it shall be deemed confidential responsible for any breach of this AGREEMENT by any of its Representatives. At the request of COUNTY, all Confidential Information will be immediately returned to COUNTY. In the event of a release of Confidential Information not authorized by this AGREEMENT, including by court order, data breach or other disclosure, CONTRACTOR shall immediately, but in no case longer than twenty-four (24) hours, notify COUNTY. CONTRACTOR shall take all reasonable efforts to safeguard all Confidential Information and proprietary to stop any breach and to retrieve any unauthorized disclosures. COUNTY makes any representations or warranty as to the accuracy or completeness of any of the Confidential Information. Confidential Information includes all information, in whole or in part, in any form or data compilation whatsoever, including but not limited to: [ADD SPECIFIC SERVICES & GOODS OF THIS AGREEMENT]; reports, business plans, training materials, trade secrets, employee information and policies, financial information, plans for the future, research and development, goods and services, marketing, promotion, selling and servicing; analyses, compilations, studies, prices, techniques, algorithms, computer programs, source and object codes, product content and features, screen shots, product concepts, programming techniques, designs, drawings, formulas, test data, research, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel information, sales, suppliers, clients, customers, donors, employees, investors, security procedures and protocols, inventions; and shall include this Agreement and related meetings or discussions; and each party shall not disclose that it has signed this Agreement or have had any contact or conversations whatsoever unless, upon advice of counsel, such disclosure is required by applicable law or regulation, or applicable stock exchange rules, and then only after giving as much prior written notice and opportunity to review and comment to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreementis practicable under the circumstances. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (“Confidential Information). 12.2 Each Party ” does not include information which is or becomes generally available to the public other than as a result of a disclosure by COUNTY; or becomes available to CONTRACTOR on a non-confidential basis from a source other than COUNTY. The obligations of CONTRACTOR under this AGREEMENT shall remain in effect for a period of five years from the date of disclosure with respect to any Confidential Information, unless this AGREEMENT is terminated by COUNTY at an earlier time or is superseded by another agreement. These Confidentiality provisions shall survive termination or expiration of this AGREEMENT. CONTRACTOR agrees to use that unauthorized release of Confidential Information only for will cause irreparable harm which will be hard or impossible to quantify and therefore agree that injunctive relief shall be available in the purpose event of performing an action under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential InformationAGREEMENT. All other remedies remain available. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All Each party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information and to use such Confidential Information only as permitted under this Agreement. For purposes of this Agreement "Confidential Information" shall mean information including, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked "Confidential" or if disclosed verbally, reduced to writing and marked "Confidential," or which should reasonably be understood by the receiving party to be confidential information of the disclosing party, within thirty (30) days after the date of disclosure. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information including, without limitations disclosing Confidential Information only to its employees (a) with a need to know to further permitted uses of such information and (b) who are parties to appropriate agreements sufficient to comply with this Article 6, and (c) who are informed of the nondisclosure/ non-use obligations imposed by this Article 6 and both parties shall take appropriate steps to implement and enforce such non-disclosure/non-use obligations. The foregoing restrictions on disclosure and use shall survive for three (3) years following termination of this Agreement but shall not apply with respect to any Confidential Information which (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing party for disclosure without restriction in a written document which is disclosed signed by one Party a duly authorized officer of such disclosing party; (Disclosing Partyv) by the receiving party in connection with the securities filings with the Securities and Exchange Commission or as otherwise required by government regulation, or (vi) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) 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 that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as and to the other Party extent necessary to legally comply with such compelled disclosure. Notwithstanding the provisions set forth in this Section 6.1 above, each party may disclose the terms of this Agreement (Recipienti) in connection with this Agreement, the requirements of an initial public offering or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission securities filing; (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it ii) in confidence, to disclose it only to employees accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or agents who have a need to know it in order to perform rights under this Agreement; or (iv) in confidence, and to safeguard Confidential Information from unauthorized use in connection with a merger or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a courtacquisition or proposed merger or acquisition, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedlike. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which (a) Except as set out in this clause 14, for the period that Confidential Information is disclosed by one Party (Disclosing Party) to remain confidential as set out in section 5 of Schedule 2, each party when receiving Confidential Information of the other Party party must: (Recipienti) in connection with this Agreement, or acquired in only use the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing this Agreement; and (ii) keep confidential and not further disclose the Confidential Information. (b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement. (c) Each party may disclose Confidential Information of the other party: (i) with that other party's prior written consent; (ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to hold it equivalent (legally binding) obligations to those set out in confidencethis Agreement; or (iii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard any Confidential Information from unauthorized of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law). (d) Without limiting its obligations, each party: (i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure using no less than of the degree other party's Confidential Information; and (ii) must promptly notify the other if the party becomes aware of care with which Recipient safeguards its own any unauthorised use or disclosure of the other party's Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified (e) Notwithstanding any other provision of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this clause 14 if that party is required to disclose the information to a Minister or a House or Committee of Parliament. (f) This Agreement by Recipientdoes not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, which is rightfully acquired by Recipient free of restrictions on its disclosure, where received or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedcreated under that other agreement.

Confidential Information. 12.1 All 11.1 The parties agree to disclose Confidential information which is disclosed by to one Party (Disclosing Party) another to the other Party (Recipient) extent deemed necessary or desirable by each of them in connection with this Agreementtheir sole discretion. 11.2 The parties acknowledge that the Confidential information is a proprietary, or acquired in the course of performance of this Agreementspecial, shall be deemed confidential and proprietary unique asset to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information)party. 12.2 Each Party agrees 11.3 The parties agree that neither of them nor any of their employees will, at any time, disclose the information to use Confidential Information only any Third party for the any reason or purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, whatsoever without the prior written approval consent of the other Party. Each Party shall obtain Disclosing party, save as in accordance with the other Party’s prior approval before discussing provisions of this Agreement. 11.4 Notwithstanding anything to the contrary contained in this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents parties agree that the Confidential Information may be disclosed by the Receiving party to its professional advisors, agents and consultants on a need-to-know basis: Provided that the Receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this Agreement in provision to prevent the unauthorised disclosure of the Confidential information to any public statement Third party. 11.5 The Receiving party agrees that the unauthorised disclosure of the Confidential information to a Third party may cause irreparable loss, harm, and damage to the Disclosing party. Accordingly, the Receiving party indemnifies and holds the Disclosing party harmless against any loss, action, expense, claim, harm or damage, or whatever nature, suffered or sustained by the Disclosing party pursuant to a breach by the Receiving party of the provisions of this Agreement. 11.6 The obligations of the parties shall not apply to any 11.6.1 is known, or in any representation the possession of the Receiving party prior to the disclosure thereof by the Disclosing party; 11.6.2 is or becomes publicly known, otherwise than pursuant to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which the Receiving party; 11.6.3 is rightfully acquired by Recipient free developed independently of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s party by the Receiving party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.6.4 is disclosed by the Receiving party to satisfy an order of court of competent jurisdiction or 11.6.5 to comply with the provisions of any law or regulation in force from time to time; provided that in the circumstances, the Receiving party shall advise the Disclosing party to take whatever steps it deems necessary to protect its interests in this regard; provided further that the Receiving party will disclose only that portion of the information which it is legally required to disclose and the Receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances; 11.6.6 is disclosed to a Third party pursuant to the prior written authorisation of the Disclosing party; 11.7 is received from a Third party in circumstances that do not result in a breach of the provisions of this Agreement. 11.8 Upon termination of this Agreement for whatever reason, the parties shall return to the other party, all Confidential Information had not been previously disclosedinformation as well as all relevant confidential documentation in their possession. 11.9 The parties will only use the Confidential information for the sole purpose of complying with their obligations under this Agreement. 11.10 The contents, existence and the scope of this Agreement are

Confidential Information. 12.1 All information which is disclosed by one 15.1 Each Party (Disclosing the “Receiving Party”) to shall treat any and all Confidential Information that it receives from the other Party (Recipientthe “Disclosing Party”) in connection with under this Agreement, or acquired in the course of performance of this Agreement, shall be deemed Agreement as strictly confidential and proprietary shall not disclose the same to any Third Party or use it except to the extent strictly necessary to perform its obligations or exercise its rights under this Agreement without the prior written consent of the Disclosing Party. In consideration of the Disclosing Party and subject making available Confidential Information to this Agreementthe Receiving Party, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any formthe Receiving Party undertakes that it shall, and CPNI shall procure that each of its Permitted Recipients, shall: 15.1.1 treat and safeguard as that term is defined by private and confidential all the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information).; 12.2 Each Party agrees to 15.1.2 use the Confidential Information only for the purpose of performing those purposes reasonably required or anticipated under this AgreementAgreement and, without prejudice to hold it in confidencethe generality of the foregoing, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard not use any Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if to obtain any commercial advantage over the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures or to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers use the Confidential Information to compete with the Disclosing Party in any way; 15.1.3 ensure the proper and secure storage of all Confidential Information applying standards of due care reasonably expected and no less stringent than standards applied to protection of Receiving Party’s own Confidential Information; 15.1.4 not at any time without the Disclosing Party’s prior written consent disclose or reveal, whether directly or indirectly any of the Confidential Information to any person whatsoever save its Permitted Recipients, and then on a limited need to know basis, who shall be disclosed.informed by it of the confidential nature of the Confidential Information and of the confidentiality terms of this Agreement and for whom it hereby accepts full responsibility in the event that any such person shall breach the duty of confidence imposed upon them; and 12.4 Neither 15.1.5 not at any time have any discussion, correspondence or contact with any Third Party shall produce, publish, or distribute any press release nor other publicity referring to concerning the other Party or its Affiliates, or referring to this Agreement, Confidential Information without the prior written approval consent of the other Disclosing Party. Each Party shall obtain the other Party’s prior approval before discussing . 15.2 The obligations in this Agreement in any press or media interviews. In no event shall either Party mischaracterize do not apply to information: 15.2.1 which, at the contents time of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in its disclosure by the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, is available to the public; 15.2.2 which becomes publicly known or generally available through no to the public after disclosure other than by reason of a breach of any of the undertakings in this Agreement or any breaches of confidence by Recipient, the Receiving Party; 15.2.3 which is rightfully acquired provided to a Receiving Party by Recipient free of restrictions on its disclosure, or a Third Party which is independently developed lawfully in possession of such information without any breach of any confidentiality undertakings, as evidenced by personnel Receiving Party’s written records, or 15.2.4 to the extent that the Receiving Party (or any of Recipient its Permitted Recipients) is compelled to whom disclose the Confidential Information by Applicable Laws or by any stock exchange or other regulatory authority having jurisdiction over it or them (but, for the avoidance of doubt, only to that extent and provided that Receiving Party, to the extent lawful, gives prior notice to Disclosing Party and provides sufficient time to Disclosing Party to assert any exclusions or privileges that may be available by Applicable Laws). 15.3 Other than the limited and restricted rights of use set out in this Section 15, nothing in this Agreement intends to or has the effect of granting any right, title, licence or interest in or to the Receiving Party in respect of the Disclosing Party’s Confidential Information had not been previously disclosed— except for the grant of license under Section 7. 15.4 Except as otherwise provided for in this Agreement or otherwise required by law or administrative authorities, neither Party shall disclose any terms or conditions of the Agreement to any Third Party without the prior written consent of the other Party. 15.5 Upon termination of this Agreement or at the request of the Disclosing Party, each Party shall promptly return to the other, at the other’s request, any and all confidential Information of the other (including copies of documents, computer records and records on all other media) then in its possession or under its control except where such Confidential Information is covered under surviving licence rights between the Parties. 15.6 PharmaCell hereby expressly undertakes to comply with the provisions of this Section 15 and is deemed to constitute, for the purpose of this Section 15 only, a “Party”. 15.7 The terms of this Section 15 shall survive the termination of this Agreement on any ground whatsoever for a period of five (5) years.

Confidential Information. 12.1 All information which is disclosed by one 11.1 Either Party (Disclosing Party) to may disclose and/or receive Confidential Information under the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance terms and conditions of this Agreement, shall be deemed confidential . Each receiving Party will limit its disclosure and proprietary use of the disclosing Party’s Confidential Information to the Disclosing Party and subject amount necessary to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreementconduct the Clinical Trial. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use receiving Confidential Information agrees that any information a reasonable person under similar circumstances would consider to be confidential will be used by it only for the purpose purposes of performing under the Clinical Trial and not further used or disclosed. 11.2 Unless expressly provided otherwise, neither Party will disclose, copy, reproduce or otherwise make the disclosing Party’s Confidential Information available to any other person or entity without the consent of the disclosing Party unless required by a court or administrative body of competent jurisdiction, the Freedom of Information Act (FOIA), 5 U.S.C. § 552, 45 C.F.R. Part 5, or other applicable laws and/or regulations to disclose the Confidential Information, except that the NHLBI may disclose the Company’s Confidential Information to the Investigators solely and as necessary for the conduct of the Clinical Trial for purposes of the Clinical Trial. The NHLBI will require the Investigators to maintain the confidentiality of Confidential Information in accordance with the terms of this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized . 11.3 Each Party will use or disclosure using no less than the degree same level of care it uses with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, but no less than a courtreasonable level of care, or governmental agency, if in maintaining the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval confidentiality of the other Party’s Confidential Information. While the NHLBI will endeavor to control the distribution of the Protocol document itself, the Company acknowledges that some Government documents are available (with abstracts) to the public under the FOIA. In addition, current NHLBI policy requires that a brief synopsis and the recruitment status of selected Clinical Trials be posted in the NHLBI Clinical Trial Database, a part of the XxxxxxxxXxxxxx.xxx registry of clinical studies, available through the NIH Website. 11.4 Each Party shall obtain agrees that the other receiving Party is not liable for the disclosure of Confidential Information which, after notice to and consultation with the disclosing Party, the receiving Party determines may not be lawfully withheld, provided the disclosing Party has been given an opportunity to seek a court order to enjoin from disclosure. 11.5 Each Party’s prior approval before discussing this Agreement in any press obligation to maintain the confidentiality of Confidential Information will expire at the earlier of the date when the information is no longer Confidential Information as defined above or media interviews. In no event shall either Party mischaracterize five (5) years from the contents Effective Date of this Agreement in any public statement or in any representation completion of the Study Report and NHLBI Extramural Clinical Trial Agreement (Cooperative Agreement) CTSN DCC Protocol # CTSNLVAD02 Mesoblast – DCVS, NHLBI July 2014 transfer of data sets (excluding identifiable private information) to a governmental entity or member thereof. 12.5 Recipient shall have no obligation Company, whichever occurs earlier. Either Party may request an extension to safeguard this term when necessary to protect Confidential Information which was in the Recipient’s possession free of restriction prior relating to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had products not been previously disclosedyet commercialized.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) In addition to the other Party confidentiality requirements set forth in Section 11.15 of the Agreement, each Noteholder, as well as the Indenture Trustee and the Disposition Agent (Recipienteach of said parties singularly referred to herein as a “Receiving Party” and collectively referred to herein as the “Receiving Parties”), agrees to hold and treat all Confidential Information (as defined below) in connection confidence and in accordance with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this AgreementSection. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreementnot, without the prior written approval consent of the Servicer and the Loan Originator, be disclosed or used by such Receiving Parties or its subsidiaries, Affiliates, directors, officers, members, employees, agents or controlling persons (collectively, the “Information Recipients”) other Partythan for the purpose of making a decision to purchase or sell Notes or taking any other permitted action under this Agreement and or any other Basic Document. Each Receiving Party agrees to disclose Confidential Information only to its Information Recipients who need to know it for the purpose of making a decision to purchase or sell Notes or the taking of any other permitted action under this Agreement and or any other Basic Document (including in connection with the servicing of the Loans and in connection with any servicing transfers) and who are informed by such Receiving Party of its confidential nature and who agree to be bound by the terms of this Section 11.17. Disclosure that is not in violation of the Right to Financial Privacy Act, the Gxxxx-Xxxxx-Xxxxxx Act or other applicable law by such Receiving Party of any Confidential Information at the request of its outside auditors or governmental regulatory authorities in connection with an examination of a Receiving Party by any such authority shall not constitute a breach of its obligations under this Section 11.17 and shall not require the prior consent of the Servicer and the Loan Originator. Each Receiving Party shall obtain the other Party’s prior approval before discussing this Agreement in be responsible for any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement Section 11.17 by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Information Recipients. The Initial Noteholder may use Confidential Information had for internal due diligence purposes in connection with its analysis of the transactions contemplated by the Basic Documents. The Disposition Agent may disclose Confidential Information to the Disposition Participants as required to effect Dispositions. This Section 11.17 shall terminate upon the occurrence of an Event of Default; provided, however, that such termination shall not been previously disclosedrelieve the Receiving Parties or their respective Information Recipients from the obligation to comply with the Gxxxx-Xxxxx-Xxxxxx Act or other applicable law with respect to their use or disclosure of Confidential Information following the occurrence of an Event of Default.

Confidential Information. 12.1 All information A party (Receiving Party) shall keep in strict confidence all Confidential Information which is has been disclosed to, or otherwise obtained by, the Receiving Party by one Party the other party (Disclosing Party) to the other ), its employees, agents or subcontractors. The Receiving Party (Recipient) in connection with this Agreement, or acquired in the course shall restrict disclosure of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use such Confidential Information only to such of its employees, agents or subcontractors as need to know it for the purpose of performing discharging the Receiving Party's obligations under this Agreementthe Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause C1 shall survive termination or expiry of the Contract. Transparency The Supplier acknowledges that the United Kingdom Government's transparency agenda requires that contracts, such as the Contract, and any sourcing document, such as the invitation to sourcing, are published on a designated, publicly searchable website. The Supplier acknowledges that, except for any information which is exempt from disclosure in accordance with the provisions of FOIA, the content of the Contract is not Confidential Information. RCUK SSC and the Customer shall be responsible for determining in their absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of FOIA. Notwithstanding any other term of the Contract, the Supplier hereby consents to the Customer and / or RCUK SSC publishing the Contract in its entirety, (but with any information which is exempt from disclosure in accordance with the provisions of FOIA redacted) including from time to time agreed changes to the Contract, to hold it in confidence, to disclose it only to employees the general public. Force majeure If any event or agents who have a need to know it in order to perform under this Agreementcircumstance that is beyond the reasonable control of the Supplier, and which by its nature could not have been foreseen by the Supplier or, if it could have been foreseen, was unavoidable, (provided that the Supplier shall use all reasonable endeavours to safeguard Confidential Information cure any such events or circumstances and resume performance under the Contract) prevent the Supplier from unauthorized use carrying out its obligations under the Contract for a continuous period of more than 10 Business Days, RCUK SSC or disclosure using no less than the degree Customer may terminate this Contract immediately by giving written notice to the Supplier. Corruption RCUK SSC or the Customer shall be entitled to terminate the Contract immediately and to recover from the Supplier the amount of care with any loss resulting from such termination if the Supplier or a Supplier's Associate: offers or agrees to give any person working for or engaged by RCUK SSC, the Customer or any Public Body any favour, gift or other consideration, which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, could act as an inducement or a courtreward for any act or failure to act connected to the Contract, or governmental agencyany other agreement between the Supplier and RCUK SSC or the Customer or any Public Body, including its award to the Supplier or a Supplier's Associate and any of the rights and obligations contained within it; has entered into the Contract if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by RCUK SSC, the Disclosing Party Customer or any Public Body by or for the Supplier, or that an agreement has been notified reached to that effect, unless details of any such arrangement have been disclosed in writing to RCUK SSC or the Customer before the Contract is entered into; breaches the provisions of the requirement promptly after Recipient becomes aware Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; or gives any fee or reward the receipt of which is an offence under Section 117(2) of the requirementLocal Government Act 1972. For the purposes of clause C4.1, "loss" shall include, but shall not be limited to: RCUK SSC's or the Customer's costs in finding a replacement supplier; direct, indirect and consequential losses; and any loss suffered by RCUK SSC or the Customer as a result of a delay in its receipt of the Goods. Data protection The Supplier shall comply at all times with all data protection legislation applicable in the UK from time to time. Freedom of information The Supplier acknowledges that RCUK SSC and the Customer may be subject to the requirements of FOIA and EIR and shall assist and co-operate with RCUK SSC or the Customer (at RCUK SSC's or the Customer's expense) to enable them to comply with its obligations under FOIA and EIR. The Supplier shall act in accordance with the FOIA, the EIR and any other similar codes of practice or guidance from time to time. The Supplier shall and shall procure that its employees, agents, sub-contractors and any other representatives shall: transfer any Request for Information to RCUK SSC or the Customer as soon as practicable after receipt and in any event within two Business Days of receiving a Request for Information; provide RCUK SSC or the Customer with a copy of all Information in its possession or power in the form that RCUK SSC or the Customer requires within five Business Days (or such other period as RCUK SSC or the Customer may specify) of RCUK SSC or the Customer requesting that Information; and provide all necessary assistance as reasonably requested by RCUK SSC or the Customer to enable RCUK SSC or the Customer to respond to a Request for Information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR. RCUK SSC or the Customer shall be responsible for determining (in its absolute discretion) whether any Information: is exempt from disclosure in accordance with the provisions of FOIA or EIR; is to be disclosed in response to a Request for Information, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation Supplier respond directly to a governmental entity Request for Information unless expressly authorised to do so in writing by RCUK SSC or member thereofthe Customer. The Supplier acknowledges that RCUK SSC or the Customer may be obliged under the FOIA or EIR to disclose Information, in some cases even where that Information is commercially sensitive: without consulting with the Supplier, or following consultation with the Supplier and having taken its views into account. 12.5 Recipient shall have no obligation 4.2 applies RCUK SSC or the Customer shall, in accordance with any recommendations issued under any code of practice issued under section 45 of FOIA, take reasonable steps, where appropriate, to safeguard Confidential Information which was in give the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosureSupplier advanced notice, or which is independently developed by personnel of Recipient failing that, to whom draw the Disclosing Party’s Confidential Information had not been previously disclosed.disclosure to the Supplier's attention as soon as practicable after any such disclosure. General

Confidential Information. 12.1 All Each party (the “Receiving Party”) may be given or obtain access to non-public information which is disclosed by one Party of the other party (the “Disclosing Party) to the other Party (Recipient”) in connection with this AgreementAgreement that the Disclosing Party considers to be of a confidential, proprietary, or acquired trade secret nature, including, without limitation, software (whether in source code or object code form), customer information, the course of performance terms of this Agreement, shall be deemed pricing, financial and operational information, business information and marketing information, in whatever form or media, and whether or not marked as confidential and proprietary (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 subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party further agrees to use Confidential Information only for protect the purpose confidentiality of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had in the same manner that it protects the confidentiality of its own Confidential Information, but in no event using less than a reasonable standard of care. The Receiving Party will not been previously discloseddisclose 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 Confidential Information which may come to the Receiving Party’s attention and to return the Disclosing Party’s Confidential Information upon the request of the Disclosing Party. The obligations of this Section 4.3 will not apply to: (a) information that is or becomes 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 possession of the Receiving Party as a result of disclosure by a third party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party under no obligation or restriction of confidentiality, or (d) information that is independently developed by the Receiving Party without use, knowledge or access to the Confidential Information of the Disclosing Party.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each f the other Party (Recipient) in connection with this Agreement, or acquired Parties hereby acknowledges that in the course of performance performing its obligations hereunder, the other party may disclose to it certain information and know-how of this Agreementa technical, shall be deemed financial, operational, or other sort, which the disclosing party has identified as such that is non-public and otherwise proprietary or confidential and proprietary to the Disclosing Party disclosing party. Each party acknowledges that any such proprietary or confidential information disclosed to it is of considerate commercial value and subject to this Agreementthat the disclosing party would likely be economically or otherwise disadvantaged or harmed by the direct or indirect disclosure thereof, except as provided specifically authorized by the disclosing party. Each party therefore agrees to keep in Section 12.5 below strict confidence and trust all such information that may from time to time be disclosed to it, and agrees not to disclose such information to any third party for any purpose without the prior consent of the other. Each of the Parties agrees that because of the extraordinary nature of such information the disclosing party’s breach or threatened breach of its nondisclosure obligation, and that the disclosing party would suffer irreparable injury and damage as specifically provided elsewhere a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations of confidentiality set forth in this Agreement. Such information includes but is section, in addition to and not limited toin lieu of any legal or other remedies such party may pursue hereunder or under applicable law, orders for serviceseach party hereby consents to the granting of equitable relief against it by a court of competent jurisdiction, usage information without the necessity of proving actual damages or posting any bond or other security thereof, prohibiting any such breach or threatened breach in any formproceeding upon a motion for such equitable relief, a party’s ability to answer in damages shall not be a bar, and CPNI as that term is defined by Portions of this Exhibit were omitted and have been filed separately with the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations Secretary of the Commission (Confidential Information). 12.2 Each Party agrees pursuant to use Confidential Information only for the purpose Registrant’s application requesting confidential treatment pursuant to Rule 406 of performing under this Agreementthe Securities Act of 1933, as amended. shall not be interposed as a defense, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under the granting of such equitable relief. The provisions of this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than section shall survive the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents termination of this Agreement for any reason. The provisions of this section shall not apply to any information identified as confidential if and to the extent it was (i) independently developed by the receiving party after Closing as evidenced by documentation in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipientsuch party’s possession possession, (ii) lawfully received by it free of restriction prior restrictions from another source having the right to its receipt from Disclosing Party, which becomes publicly furnish the same or (iii) generally known or available through no to the public without breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedreceiving party.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) to Each of GSK and Theravance shall keep all Confidential Information received from the other Party (Recipient) with the same degree of care it maintains the confidentiality of its own Confidential Information. Neither Party shall use such Confidential Information for any purpose other than in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary Agreement or disclose the same to the Disclosing Party and subject any other Person other than to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations such of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or its agents who have a need to know it in order such Confidential Information to perform implement the terms of this Agreement or enforce its rights under this Agreement. A Receiving Party shall advise any agent who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and to safeguard the Receiving Party shall ensure that all such agents comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified that remain in the Receiving Party’s or its agents’ possession, except that the Receiving Party may keep one copy of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be disclosed. 12.4 Neither Party the property of the Disclosing Party, and shall produce, publish, or distribute any press release nor other publicity referring continue to be subject to the other Party or its Affiliates, or referring provisions of this Article 10. Notwithstanding anything to the contrary in this Agreement, without the prior written approval Receiving Party shall have the right to disclose this Agreement or Confidential Information provided hereunder if, in the reasonable opinion of the other Receiving Party’s legal counsel, such disclosure is necessary to comply with the terms of this Agreement, or the requirements of any Law. Each Where possible, the Receiving Party shall obtain notify the other Disclosing Party of the Receiving Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize intent to make such disclosure pursuant to the contents provision of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction preceding sentence sufficiently prior to its receipt from making such disclosure so as to allow the Disclosing Party, which becomes publicly known or available through no breach Party adequate time to take whatever action the Disclosing Party may deem to be appropriate to protect the confidentiality of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the information. The Receiving Party will cooperate reasonably with the Disclosing Party’s Confidential Information had not been previously disclosedefforts to protect the confidentiality of the information. Each Party will be liable for breach of this Article 10 by any of its Affiliates.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Partya) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing By accepting its respective rights under this Agreement, each of the parties (each a “Recipient”) is deemed to have agreed to hold it in confidencestrict confidence and not disclose to any third Person at any time any and all of the information and matters (collectively, “Confidential Information”) which is or will be disclosed to Recipient by or on behalf of the Manager or the Owner pursuant to this Agreement (including but not limited to this Clause 7). Each Recipient may disclose it the Confidential Information only to employees or agents its Affiliates, employees, representatives, accountants, legal counsel, financial advisors, lenders, agents, and in the case of the Owner, the Lenders and the Lenders’ Security Agent (collectively with the Recipient, the “Recipient Parties”) who have a need to know it in order such information and who are bound by restrictions regarding nondisclosure and use of such information comparable to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less restrictive than those set forth herein. Each Recipient Party shall take the same degree of care with which Recipient safeguards that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. 12.3 . None of the Recipient Parties further shall use any of the Confidential Information for the benefit of itself or any third Person; provided however that notwithstanding the foregoing any Recipient Party on its behalf may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedany Recipient Parties and may itself use the Confidential Information as is necessary to perform its obligations or preserve or enforce its rights under this Agreement or any related agreement. 12.4 Neither (b) The foregoing obligations of this Clause 7.8, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Information: (i) is or becomes readily known to the general public through no act or omission of any Recipient Party; (ii) is required by involuntary legal process under order of a court or other Governmental Authority of competent jurisdiction; provided however that prior to any such compelled disclosure, the Recipient Party shall producegive the Manager reasonable advance notice of any such disclosure and shall cooperate with the Manager in protecting against any such disclosure and obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information; (iii) is legally required to be disclosed pursuant to applicable securities or banking or financial laws to relevant regulatory authorities, publishprovided however that the content of any statement or submission or announcement that shall become public shall be subject to reasonable notice of such intended disclosure to the disclosing party to the extent reasonably practicable; or (iv) is approved for disclosure in advance by the Manager in its discretion. (c) Except as otherwise expressly provided herein, all of the Confidential Information shall be and remain the exclusive property of the Manager or distribute any press release nor other publicity referring the Owner (or the relevant Capital Companies), as the case may be; no express or implied interest or license in the Confidential Information is being granted; and all rights and interests therein are reserved. (d) Except as may be otherwise expressly agreed to in writing, and in addition to the other Party or its Affiliates, or referring to limitations in this Agreement, without no representations or warranties of any kind, whether express or implied or written or oral, are given by the prior written approval disclosing party with respect to any Confidential Information or the use or accuracy thereof, all of which are disclaimed; and the Confidential Information is provided on an “AS IS” basis. (e) Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of such Confidential Information may cause irreparable harm and significant injury to the disclosing party, the extent of which may be difficult to ascertain and for which there may be no adequate remedy at law. Recipient therefore agrees that the disclosing party, in addition to any other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient available remedies, shall have no obligation the right to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known seek an immediate injunction and other equitable relief enjoining any breach or available through no threatened breach of this Agreement by Recipientwithout the necessity of posting any bond or other security. (f) Notwithstanding anything to the contrary contained herein, which is rightfully acquired by each Recipient free of restrictions on its disclosure(and each employee, representative, or which other agent of such Person or entity) may disclose to any and all Persons, without limitation, the tax treatment and tax structure of the transaction (as defined in United States Treasury Regulation Section 1.6011-4) and all related materials of any kind, including opinions or other tax analyses, that are provided to such Person or entity. However, such Person or entity may not disclose any other information relating to this transaction unless such information is independently developed related to such tax treatment and tax structure. The parties to this Agreement acknowledge that, effective immediately upon commencement of discussions between them with respect to the services to be performed and the other transactions between the parties to be consummated pursuant to this Agreement (the “Transactions”), each of them (and each of their employees, representatives, or other agents) has been and is permitted to disclose to any and all Persons, without limitation of any kind, the federal tax treatment and federal tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are or have been provided to them relating to such federal tax treatment and federal tax structure. This provision is intended to qualify the Transactions as not offered under conditions of confidentiality as set forth in Section 1.6011-4(b)(3) of the US Treasury Regulations and shall be interpreted to authorize disclosure only to the extent necessary to so qualify. The parties to this Agreement acknowledge that this written authorization does not constitute a waiver by personnel any party of Recipient any privilege held by such party pursuant to whom the Disclosing Party’s attorney-client privilege or the confidentiality privilege of the US Internal Revenue Code Section 7525(a), to the extent applicable; and does not constitute an admission that any of the parties or any of the Transactions are subject to US tax laws or reporting obligations. (g) The obligations of this Clause 7.8 with respect to any item of Confidential Information had not been previously disclosedshall survive any termination or expiration of this Agreement.

Confidential Information. 12.1 All information which is disclosed by one Party Each of the parties agrees that it will keep all Confidential Information as confidential and will not, without each other party’s prior written consent, disclose any portion of the Confidential Information to anyone other than to its representatives. Neither party will (Disclosing Partyand will cause its representatives not to) to use any of the Confidential Information for any purpose other Party (Recipient) than in connection with its responsibilities under this Agreement, or acquired Agreement and the Program. Each party will inform its representatives of the confidential nature of the Confidential Information and direct each representatives to treat the Confidential Information as confidential. Nothing in the course of performance of this Agreement, shall Agreement will be deemed confidential and proprietary to prevent either party from disclosing any Confidential Information to the Disclosing Party extent required by any applicable law, regulation or court order (including applicable securities or credit union laws), but, other than any information disclosed by ITT ESI under applicable securities laws and subject regulations (a) the receiving party must (unless prohibited by law, regulation or court order) notify the disclosing party of the imminent disclosure as soon as is practicable and in all events with sufficient prior notice to this Agreementallow the disclosing party to seek a protective order or otherwise to object, except and (b) the receiving party will use commercially reasonable best efforts to minimize or prevent such disclosure to the maximum extent allowed under applicable law, regulation or court order. Confidential Information does not include any such information that: (i) was or becomes generally available to the public other than as provided in Section 12.5 below a result of a disclosure by the receiving party or as specifically provided elsewhere in this Agreement. Such information includes but its representatives; (ii) was within the receiving party’s possession prior to being furnished by or on behalf of the disclosing party; (iii) is furnished to the receiving party by a third party who has represented to the receiving party that it is not limited to, orders for services, usage information in any form, and CPNI as that term under an obligation of confidentiality to the disclosing party; or (iv) is defined independently developed by the Act and receiving party without the rules and regulations use of the FCC, and where applicable, the rules and regulations of the Commission (any Confidential Information). 12.2 Each Party agrees . Neither party may use or disclose to use Confidential any third party (other than its employees and/or representatives) any Customer Information only for except solely to carry out the purpose of performing purposes under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Agreement for which such Customer Information from was disclosed. Promptly after either party gains knowledge of any unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose any Confidential Information if required or Customer Information, such party shall promptly notify the other party hereto in writing of such use or disclosure so that, to the extent then possible, mitigating actions can be taken. Each party expressly consents and agrees that, notwithstanding anything to the contrary in this Section 6.16, the other party may, in addition to any other remedies available to such other party, obtain injunctive relief in appropriate cases (including a temporary restraining order, preliminary injunction or specific performance) to terminate or prevent the continuation of any (or prevent any threatened) default or breach under this Section 6.16 without having to show any actual damage and without having to post any bond. It is specifically agreed that each party may incur incalculable and irreparable damage from any violation by law, the other party of any of this Section 6.16 and that such party will not have an adequate remedy at law for such a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, violation and the Recipient undertakes lawful measures parties are entitled to avoid disclosing injunctive relief for any such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedactual or threatened violation. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is Confidential Information disclosed by one a Party (Disclosing Party) to the other Party (Recipient) in connection with the activities contemplated by this Agreement, or acquired Agreement shall not be used by the receiving Party except in connection with the course of performance of activities and licenses contemplated by this Agreement, shall be deemed confidential maintained in confidence by the receiving Party, and proprietary shall not otherwise be disclosed by the receiving Party to any other Person, without the prior written consent of the disclosing Party, except to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as extent that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information (as determined by competent documentation): (a) was known or used by the receiving Party or its Affiliates prior to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring its date of disclosure to the other receiving Party; or (b) either before or after the date of the disclosure to the receiving Party or its Affiliates, is lawfully disclosed to the receiving Party or referring to this Agreement, without its Affiliates by sources other than the prior written approval disclosing Party who are rightfully in possession of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in and not subject to an obligation of confidentiality or non-use owed to the Recipient’s possession free disclosing Party; or (c) either before or after the date of restriction prior the disclosure to the receiving Party or its receipt from Disclosing PartyAffiliates, which becomes publicly published or generally known to the public other than through the wrongful act or available through no breach default of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on the receiving Party or its disclosure, Affiliates or which its or its Affiliates’ representatives; or (d) is independently developed by personnel of Recipient the receiving Party or its Affiliates without reference to whom or reliance upon the Disclosing Party’s Confidential Information. Notwithstanding anything set forth herein to the contrary, this Article VI shall not prohibit the receiving Party from disclosing Confidential Information had not been previously of the disclosing Party to defend or prosecute litigation; provided that, to the extent practicable, the receiving Party provides prior written notice of such disclosure to the disclosing Party and assists the disclosing Party in its reasonable and lawful efforts to avoid or minimize the degree of such disclosure. Notwithstanding the foregoing provisions of this Section 6.1, either Party may only disclose the terms of this Agreement if such Party reasonably determines, based on advice from its counsel, that it is required to make such disclosure by applicable Law, regulation or legal process, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ, or pursuant to relevant accounting standards, such as IFRS or GAAP, in which event such Party shall provide prior notice of such intended disclosure to the other Party sufficiently in advance to enable the other Party to seek confidential treatment or other protection for such information unless the disclosing Party is prevented by Law from providing such advance notice and shall disclose only such terms of this Agreement as such disclosing Party reasonably determines, based on advice from its counsel, are required by applicable Law or legal process to be disclosed. Alnylam shall be permitted to disclose in confidence (pursuant to a written agreement with confidentiality obligations no less restrictive than set forth herein) the terms of this Agreement to the extent Alnylam is contractually obligated to do so pursuant to Alnylam Third Party Obligations and to potential and existing investors, lenders and acquirors; provided, that Alnylam shall redact such portions as Licensee reasonably requests.

Confidential Information. 12.1 All information which is disclosed by one Each Party (Disclosing Party) to may receive from the other Party information that is proprietary to the disclosing Party, and is marked as confidential or a similar notice (Recipient) if disclosed in connection with this Agreementwriting or tangible form), identified as confidential (if disclosed verbally), or acquired should reasonably be treated as confidential under the context in the course of performance of this Agreementwhich disclosure was made (“Confidential Information”). In any event, all royalty reports and payments made by Sony pursuant to Section 3, herein, shall be deemed confidential and proprietary to Confidential Information, whether or not such information is actually marked as confidential. Confidential Information does not include information that the Disclosing receiving Party and subject to this Agreement, except as provided in Section 12.5 below can demonstrate: (i) is or as specifically provided elsewhere in this Agreement. Such information includes but has become public knowledge through no fault of the receiving Party; (ii) is not limited to, orders for services, usage information in any form, and CPNI as that term is defined rightfully obtained by the Act and the rules and regulations receiving Party from a third Party without breach of any confidentiality obligation; or (iii) is independently developed by employees of the FCC, and where applicable, the rules and regulations receiving Party without use of the Commission or reference to such information. The receiving Party will: (Confidential Information). 12.2 Each Party agrees to use i) safeguard Confidential Information only for with the purpose same degree of performing under this Agreementcare as it exercises with its own confidential information, but no less than reasonable care; (ii) not disclose any Confidential Information to hold it in confidence, to disclose it only to employees or agents third parties other than Agents who have a need to know it and are bound by confidentiality agreement; and (iii) will use the other Party’s Confidential Information solely in order to perform the exercise of the rights and obligations under this Agreement, Agreement and to safeguard Confidential Information from unauthorized use or disclosure using for no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient other purpose. The receiving Party may disclose Confidential Information if required by lawa regulation, a courtlaw or court order, but only to the extent required to comply with such regulation, law or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirementorder, and only after providing reasonable advance notice to the Recipient undertakes lawful measures originally disclosing Party to avoid disclosing allow such information until Disclosing Party has had reasonable time to obtain a protective ordercontest such disclosure. Recipient will comply with any protective order that covers the This Agreement and its terms are Confidential Information to and shall not be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to disclosed without consent from the other Party or its Affiliates(which consent shall not be unreasonably withheld), or referring to except that: (i) InterTrust may make available this Agreement for review in connection with due diligence investigations by a third party who has entered into a confidentiality agreement substantially in the form of Confidentiality Agreement entered into between Sony Corporation of America and InterTrust dated May 16, 2002; and (ii) InterTrust may issue a press release announcing the nature of this Agreement, without the prior written content of which will be mutually approved by the Parties (such approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereofnot be unreasonably withheld). 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 (a) All Confidential Information furnished under this Agreement by the Disclosing Party shall remain the sole and exclusive property of the Disclosing Party or a third party providing such information which is disclosed by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party. Neither Party and subject to this Agreementshall disclose, except as provided in Section 12.5 below reproduce, use, distribute, reverse engineer or as specifically provided elsewhere in this Agreement. Such information includes but is not limited totransfer, orders for servicesdirectly or indirectly, usage information in any form, and CPNI as that term is defined by any means or for any purpose the Act and the rules and regulations Confidential Information of the FCCother Party, and where applicable, except as expressly permitted by this Agreement or for the rules and regulations performance of the Commission (Confidential Information). 12.2 Each Party agrees to use License. Disclosure of Confidential Information only for does not confer upon the purpose of performing Receiving Party any license, interest or rights in any Confidential Information except as provided under this Agreement, . Each Party shall require its employees to hold it in confidence, abide by the restrictions of this Agreement and the receiving party shall only allow its independent contractors access to disclose it only to employees or agents who have Confidential Information upon: (i) the Disclosing Party’s prior written consent; and (ii) such contractors executing a need to know it in order to perform under nondisclosure agreement with restrictions no less protective of the Confidential Information than this Agreement. Subject to the terms set forth herein, and to safeguard each party shall protect the other party’s Confidential Information from unauthorized use or disclosure using no less than with the same degree of protection and care with which Recipient safeguards it uses to protect its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified but in no event less than reasonable care. The obligations of the requirement promptly after Recipient becomes aware of Parties under this Section 8.1(a) shall survive the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach term of this Agreement by Recipient, which five (5) years. (b) Nothing in this Section 8.1 shall prohibit or limit the Receiving Party’s disclosure of Confidential Information pursuant to a requirement of a governmental agency or by operation of law so long as the Receiving Party first notifies the Disclosing Party prior to disclosure in order to give the Disclosing Party an opportunity to seek an appropriate protective order and/or waive compliance with the terms of this Agreement. In this case disclosure shall include only that part of the Confidential Information that the Receiving Party is rightfully acquired by Recipient free required to disclose. (c) The Receiving Party shall not export or re-export any of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information’s technical data to any proscribed country, unless authorized by the disclosing party in writing, and as properly authorized by any applicable regulation of the U.S. government. (d) The Receiving Party acquires no Intellectual Property rights from the Disclosing Party under this Agreement, except for the restricted right to use Disclosing Party’s Confidential Information had for the express, limited purposes permitted by this Agreement. (e) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party’s Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, Affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party. (f) The Parties acknowledge that they do not been previously discloseddesire to receive any Confidential Information that is not reasonably necessary or appropriate to the performance of this Agreement or that is not otherwise requested by the Receiving Party. Each party agrees to use commercially reasonable efforts to avoid such disclosures of Confidential Information to the other.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Party) Confidential Information exchanged between the Parties pursuant to this Agreement must conspicuously bear the words “Confidential Information” or “Confidential.” Confidential Information exchanged orally or through observation must be reduced to a writing that is, marked “Confidential Information” or “Confidential” and delivered to the other Party (Recipient within 30 days after disclosure to be considered Confidential Information. C will only use Collaborator’s Confidential Information to perform the Services. Recipient will maintain Confidential Information in confidence and will protect Confidential Information with the same degree of care as Recipient uses to protect its own Confidential Information, but in no case less than a reasonable degree of care. Recipient may disclose Confidential Information if required to do so by applicable laws and/or regulations or by a court of competent jurisdiction. If Recipient) in connection with this Agreement, or acquired anyone to whom it discloses Confidential Information in the course of performance of this Agreementaccordance with Article 5.1.6, shall be deemed confidential and proprietary becomes legally required to disclose any Confidential Information, Recipient will provide timely notice to Provider and, to the Disclosing extent practicable, consult with Provider prior to any disclosure. Either Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by may disclose the Act and the rules and regulations Abstract of the FCC, and where applicable, Research Project in Appendix A to the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use public. C may disclose Collaborator’s Confidential Information only for the purpose of performing under this Agreementto its employees, to hold it in confidence, to disclose it only to employees or advisors and agents who have a need to know it such information in order performance of the Services; provided, however, that C shall be liable for the unauthorized disclosure and/or use of Collaborator’s Confidential Information by any of such employees, advisors or agents. Publications; Press Releases Publications The Collaborator is free to perform under make publications of any forms, concerning the Research Project and should inform C about the publication 5 working days prior to the publication date. Where applicable, citations in publications should include C’s full name (C, Co., Ltd.) and the country (Republic of Korea). Such citations may also include C’s full address as stated in this Agreement. Press Releases Should the Collaborator make any press release concerning this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree citations of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by lawC’s work should be included, as appropriate. Should any party make a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to concerning this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction party should be informed 5 working days prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosedpublication date so that it may review and make comments.

Confidential Information. 12.1 All During [***], Stellar and Customer may provide confidential and proprietary information which is disclosed by one Party (Disclosing Party) and trade secrets regarding their respective products, processes, know-how, work and business to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, party. Such information shall be deemed the confidential and proprietary information, or trade secrets, of the disclosing party, provided the disclosing party designates the information as “CONFIDENTIAL” in writing at the time of disclosure or within [***] after disclosure to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreementreceiving party (“Confidential Information”). Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined Any Confidential Information disclosed by either party will remain the Act and the rules and regulations sole property of the FCC[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION disclosing party unless it (i) was rightfully known to the receiving party (without any restriction on disclosure or use) prior to its receipt from the disclosing party, and where applicable, the rules and regulations or (ii) becomes part of the Commission public domain or (iii) is disclosed to the receiving party by a third party not in violation of the disclosing party’s rights. Each party shall take all necessary precautions to protect the other party’s Confidential Information). 12.2 Each Party agrees to use Confidential Information only for . Both parties agree, on behalf of themselves and their respective employees, agents, successors and assigns, that the purpose of performing under this Agreementreceiving party will not, to hold it in confidencedirectly or indirectly: (a) reproduce, to publish or disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the party’s Confidential Information to be disclosed. 12.4 Neither Party shall produce, publishany third party, or distribute (b) use the disclosing party’s Confidential Information for any press release nor other publicity referring purpose except to the other Party or its Affiliates, or referring to perform this AgreementAgreement and any Purchase Order, without the prior written approval consent of the other Partydisclosing party. The Chief Executive Officer of Stellar is the only person authorized to grant such written consent on behalf of Stellar. Each Party shall obtain party agrees to not disclose the other Partyparty’s prior approval before discussing this Agreement Confidential Information under any court or other governmental order without giving immediate written notice of the order to the disclosing party so that the disclosing party may take legal action to prevent the disclosure. On request, each party will return the other party’s Confidential Information and certify the return or destruction of all copies thereof, regardless of the medium in which it is maintained. Either party may obtain a temporary restraining order and temporary and permanent injunctions to enforce Section 13 and to prevent or prohibit the imminent or actual disclosure or use of its Confidential Information. The receiving party shall pay all of the disclosing party’s damages, attorneys’ fees, costs and disbursements arising from the receiving party’s imminent or actual violation of any press term of Section 13. Each party shall have the right to review and approve the other party’s procedures for handling records and Confidential Information, and may make such inspections as the disclosing party deems necessary to insure that the other party is properly safeguarding the disclosing party’s records and Confidential Information. Each party’s obligations under Section 13 shall survive the termination or media interviews. In no event shall either Party mischaracterize the contents expiration of this Agreement in any public statement and all Purchase Orders except as to information that does not qualify, or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard longer qualifies, as Confidential Information which was in under the Recipient’s possession free terms of restriction prior to its receipt Section 13 (i-iii). Customer further agrees that all information and records that it received from Disclosing Party, which becomes publicly known Stellar on or available through no breach before the date of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing PartyStellar’s Confidential Information had not been previously disclosedInformation.

Confidential Information. 12.1 All information which is Confidential Information disclosed by one a Party or any of its Affiliates (Disclosing the “disclosing Party”) to the other Party or any of its Affiliates (Recipientthe “receiving Party”) during the Term shall not be used by the receiving Party or any of its Affiliates except in connection with this Agreement, or acquired in the course of performance of activities contemplated by this Agreement, shall be deemed confidential and proprietary to maintained in confidence by the Disclosing receiving Party and subject to this Agreement, its Affiliates (except as provided set forth in Section 12.5 below or as specifically provided elsewhere in the remainder of this Agreement. Such information includes but is not limited to, orders for services, usage information in any formArticle XI), and CPNI as that term is defined shall not otherwise be disclosed by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other receiving Party or its Affiliates, Affiliates to any Person that is not a Party or referring to one of its Affiliates (except as set forth in the remainder of this AgreementArticle XI), without the prior written approval consent of the other disclosing Party. Each , except to the extent that the receiving Party shall obtain can show that: (a) the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in known to the Recipient’s possession free receiving Party or any of restriction its Affiliates prior to its receipt from Disclosing date of disclosure to the receiving Party; (b) the Confidential Information, which either before or after the date of the disclosure to the receiving Party hereunder, is lawfully disclosed to the receiving Party or any of its Affiliates by sources other than the disclosing Party rightfully in possession of the Confidential Information; (c) the Confidential Information, either before or after the date of the disclosure to the receiving Party hereunder, becomes publicly published or generally known or available to the public through no breach fault or omission on the part of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which the receiving Party; (d) the Confidential Information is independently developed by personnel or for the receiving Party or any of Recipient its Affiliates without reference to whom or reliance upon the Disclosing disclosing Party’s Confidential Information; (e) such disclosure is reasonably necessary to Prosecute and Maintain the Licensed Patent Rights; (f) such disclosure is reasonably necessary to be filed with a Regulatory Authority in connection with the Licensed Compound or the Licensed Product; or (g) such disclosure is reasonably necessary to enforce the provisions of this Agreement. If the receiving Party is required by a governmental authority or by order of a court of competent jurisdiction to disclose any of the disclosing Party’s Confidential Information, the receiving Party will give the disclosing Party prompt written notice thereof and the receiving Party will take reasonable and lawful actions to avoid or minimize the degree of such disclosure. The receiving Party will cooperate reasonably with the disclosing Party in any efforts to seek a protective order. Notwithstanding the foregoing, (i) the status, prospects and objectives of the Development activities (other than such status, prospects and objectives arising from the Ongoing Clinical Studies described in Section 1.56(a) or Section 1.56(b)) conducted pursuant to the Development Plan for the Licensed Compound and the Licensed Product outside of the PEI Territory and (ii) all Know-How developed in the Development Program (other than such Know-How arising from the Ongoing Clinical Studies described in Section 1.56(a) or Section 1.56(b)), shall be deemed the Confidential Information had not been previously disclosedof MERRIMACK, with MERRIMACK deemed to be the disclosing Party and PEI deemed to be the receiving Party with respect thereto. Nothing in this paragraph will affect the ownership of any Know-How or information.

Confidential Information. 12.1 3.1 All information which is disclosed Confidential Information that the Parties provide each other during the Cooperation will be treated as such by one Party (Disclosing Party) to the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing receiving Party and subject will not be copied, reproduced, disclosed or provided to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by third parties without the Act and the rules and regulations prior written permission of the FCC, and where applicable, issuing Party. The receiving Party will use the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing under the Service Agreement. 3.2 The Parties will make the Confidential Information as referred to in this Agreement, to hold it in confidence, to disclose it Clause available only to employees or agents who have a need to know it those persons within their respective organisations for whom that Confidential Information is necessary in order to perform carry out the obligations arising from the services under the Service Agreement properly. 3.3 The obligation of confidentiality regarding Confidential Information does not apply or is no longer applicable if: i. the Confidential Information is generally known through no action of the receiving Party and this Agreementdoes not breach any obligation of confidentiality; ii. at the time of receipt, the Confidential Information is already in the possession of the receiving Party and to safeguard no other obligation of confidentiality rests on it, which must be demonstrated by means of written documentation should the issuing Party so demand; iii. the receiving Party also receives the Confidential Information from unauthorized use an independent source of information and no other obligation of confidentiality rests on it, which must be demonstrated by means of written documentation should the issuing Party so demand; iv. the Confidential Information has been developed independently by the receiving Party, which must be demonstrated by means of written documentation should the issuing Party so demand; v. the receiving Party is obliged to disclose the Confidential Information under laws or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Informationregulations applicable to that Party or a judgment by a competent authority. 12.3 Recipient may 3.4 If the receiving Party is obliged to disclose the Confidential Information if required information under laws or regulations applicable to that Party or a judgment by lawa competent authority, the receiving Party will immediately inform the issuing Party of that obligation so that the issuing Party, in consultation with the receiving Party, can limit the level of disclosure as far as possible. 3.5 The confidentiality provisions of this Clause remain in force for a court, or governmental agency, if the Disclosing Party has been notified period of 3 years after termination of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Service Agreement. 3.6 Each Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order the General Data Protection Regulation (if applicable) when processing personal data in the context of the service under the Service Agreement. Each Party that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to processes data is responsible and liable for this and will indemnify the other Party against all claims of third parties, damage, fines or its Affiliates, or referring costs arising from any claim relating to this Agreement, without the prior written approval a breach of the other General Data Protection Regulation by the first Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All The Parties shall keep Confidential Information strictly confidential, shall not disclose it to any third party other than Bizen Chemical Ltd., and Nisshin Seifun Group Inc., the current parent company of Nisshin. Save as otherwise specifically provided herein, the Parties shall only disclose Confidential Information to those of its employees, representatives and agents requiring knowledge thereof in connection with fulfilling that Party's obligations under this Agreement. 12.2 The Parties further agree to inform all such employees, representatives and agents of confidential nature of the Confidential Information and their duties hereunder and make reasonable measures to make employees, representatives and agent comply with the duties hereunder. The Parties shall exercise the same standard of care as they would exercise in relation to its own confidential information which is (but in no event less than a reasonable standard of care) to protect and preserve the proprietary and confidential nature of the Confidential Information disclosed to it by the other party. 12.3 Notwithstanding the provisions of this Clause 12, if one Party of the Parties (“Disclosing Party”) or any person who received the Confidential Information in accordance with Clause 12.1 is requested or required by any court of competent jurisdiction, any competent judicial, governmental or regulatory body, pursuant to any relevant law or regulation to disclose any of the Confidential Information, the Disclosing Party will make reasonable effort to provide the other Party (Recipient) with a notice so as to afford the other Party the opportunity, at the other Party's expense, to pursue a protective order or other remedy and the Disclosing Party shall reasonably cooperate with the other Party in connection such efforts to the extent practical and permitted under applicable laws and regulations. In no event shall the Disclosing Party be liable for any damages resulting from disclosure of the Confidential Information pursuant to this Clause. Disclosure of Confidential Information by a Disclosing Party in accordance with this Clause shall not be a breach of this Agreement, . 12.4 The Parties shall use the Confidential Information exclusively for performance of this Agreement and for no other purpose. 12.5 Upon termination or acquired in the course of performance expiration of this Agreement, each Party shall be deemed confidential promptly, upon request of the other Party, return all documents and proprietary to the Disclosing Party and subject to this Agreement, except as provided in Section 12.5 below or as specifically provided elsewhere in this Agreement. Such information includes but is not limited any copies thereof containing Confidential Information belonging to, orders for servicesor disclosed by, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information)such other Party. 12.2 Each Party agrees to use Confidential Information only for 12.6 The Parties agree that the purpose obligations of performing under this Agreement, to hold it in confidence, to disclose it only to employees or agents who have a need to know it Clause 12 are necessary and reasonable in order to perform under this Agreement, and to safeguard Confidential Information from unauthorized use or disclosure using no less than protect the degree of care with which Recipient safeguards its own Confidential InformationParties' respective businesses. 12.3 Recipient 12.7 The Parties agree that any such violation or threatened violation may disclose Confidential Information if required by lawcause irreparable injury to a Party and that, a courtin addition to any other remedies that may be available, each Party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Clause 12, or governmental agencya continuation of any such breach by the other Party, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, specific performance and the Recipient undertakes lawful measures other such relief to avoid disclosing redress such information until Disclosing Party has had breach together with damages and reasonable time counsel fees and expenses to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosedenforce its rights hereunder. 12.4 Neither 12.8 Subject to Clause 12.3, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party The terms of any such announcement shall be agreed in good faith by the Parties. 12.9 Amarin shall obtain the other PartyNisshin’s prior approval before discussing written consent if Amarin needs to disclose this Agreement to a potential third party purchaser or commercialisation partner or current or future Amarin investor (collectively “Potential Partner”), provided that the relevant third party has entered into a confidentiality agreement on terms no less protective than the terms of this Clause 12. When Amarin wishes to obtain such Nisshin’s consent, Amarin will provide advance written notification to Nisshin of identity of such third party with the relevant information of the third party. Nisshin will make response to the notification as soon as practicable. If Nisshin decides not to agree to provide its consent, Nisshin will provide Amarin with a written reason why such consent was withheld. Notwithstanding the foregoing, Nisshin will not withhold, condition or delay its consent hereunder if the Potential Partner’s primary line of business is in the area of pharmaceuticals or biotechnology. 12.10 Amarin shall indemnify Nisshin against any press claims, costs (including legal costs, expenses), liabilities, losses (including loss of profit), damages or media interviews. In no event shall either Party mischaracterize expenses arising out of, or in connection with the contents disclosure of this Agreement in any public statement or in any representation pursuant to a governmental entity or member thereofClause 12.9. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which becomes publicly known or available through no breach of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.

Confidential Information. 12.1 All information which is disclosed by one Party (Disclosing Partya) to During the other Party (Recipient) in connection with this Agreement, or acquired in the course of performance term of this Agreement, shall be deemed confidential Agreement and proprietary to the Disclosing Party and subject to this Agreementfor five (5) years thereafter, except as provided herein, each party shall maintain in Section 12.5 below confidence, and shall not use for any purpose or disclose to any third party, information disclosed by the other party in writing and marked “Confidential” or that is disclosed orally and confirmed in writing as specifically provided elsewhere in this confidential within forty-five (45) days following such disclosure (collectively, “Confidential Information”). Confidential Information shall include all confidential and proprietary information disclosed by the parties under the terms of the Technology Agreement and the License and Royalty Agreement. Such Confidential Information shall not include any information includes but that: (i) is not limited to, orders for services, usage information in any form, and CPNI as that term is defined already known to the receiving party at the time of disclosure by the Act and the rules and regulations of the FCC, and where applicable, the rules and regulations of the Commission (Confidential Information). 12.2 Each Party agrees to use Confidential Information only for the purpose of performing disclosing party under this Agreement, but excluding confidential and proprietary information disclosed by the disclosing party under the Technology Agreement and/or the License and Royalty Agreement; (ii) was already known to hold it in confidence, the receiving party prior to disclose it only to employees the time of its initial disclosure by the disclosing party under the Technology Agreement or agents who have a need to know it in order to perform under this the License and Royalty Agreement, and to safeguard Confidential Information from unauthorized use whichever initial disclosure occurred earlier; (iii) is now or disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. 12.3 Recipient may disclose Confidential Information if required by law, a court, or governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient will comply with any protective order that covers the Confidential Information to be disclosed. 12.4 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof. 12.5 Recipient shall have no obligation to safeguard Confidential Information which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, which hereafter becomes publicly known other than through acts or available through omissions of the receiving party; or (iv) is disclosed to the receiving party by a third party under no breach obligation of this Agreement by Recipient, which is rightfully acquired by Recipient free of restrictions on its disclosure, or which confidentiality to the disclosing party; or (v) is independently developed by personnel of Recipient to whom the Disclosing Party’s receiving party without reliance on the Confidential Information had not been previously disclosedof the disclosing party. (b) Notwithstanding the provisions of Section 9.3(a) above, the receiving party may use or disclose Confidential Information of the disclosing party to the extent necessary to exercise its rights hereunder (including commercialization and/or sublicensing) or fulfill its obligations and/or duties hereunder and in filing for, prosecuting or maintaining any proprietary rights, prosecuting or defending litigation, complying with applicable governmental regulations and/or submitting information to tax or other governmental authorities; provided that if the receiving party is required by law to make any public disclosures of Confidential Information of the disclosing party, to the extent it may legally do so, it will give reasonable advance notice to the disclosing party of such disclosure and will use its reasonable efforts to secure confidential treatment of Confidential Information prior to its disclosure (whether through protective orders or otherwise).