Common use of Confidential Information Clause in Contracts

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust LICENSEE agrees for itself, its sublicensees, and confidence, their employees and agents that for twenty (b20) refrain years from using the later of the Effective Date of this Agreement or permitting others the latest date of its receipt of information disclosed to use Confidential Information in any manner or for any purpose not expressly permitted LICENSEE by LICENSOR pursuant to this Agreement, such information shall be held in confidence; provided, however, there shall be no obligation to treat as confidential information which is or becomes available to the public other than through a breach of this obligation, or which was already possessed by LICENSEE in writing (or otherwise provable to be in the possession of LICENSEE) prior to the Effective Date of this Agreement (and was not received from LICENSOR) or which is shown by LICENSEE to have been received by it from a third party who had the legal right to so disclose it without restrictions and without breach of any agreement with LICENSOR or its licensees. LICENSOR shall affix an appropriate legend on all written documentation given to LICENSEE which contains confidential information. LICENSEE acknowledges that the list of patent applications contained on Schedule A is confidential information of LICENSOR. If confidential information is otherwise conveyed orally by LICENSOR, LICENSOR shall specify to LICENSEE at the time such information is being conveyed (cor in a subsequent letter referring to the conversation) that the information conveyed is confidential. It is understood and agreed that, unless otherwise provided in a separate agreement between LICENSEE and LICENSOR, LICENSEE has no obligation hereunder to provide LICENSOR with any confidential or proprietary information, and that LICENSOR shall have no obligation hereunder to LICENSEE to maintain in confidence or refrain from disclosing commercial or permitting others to disclose other use of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisinformation which LICENSOR is or becomes aware of under this Agreement. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder The terms and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or any other agreement between the parties shall not be considered confidential except that LICENSEE may not disclose the minimum annual royalty payments specified in Article 3 hereof without LICENSOR's prior written consent, and the parties hereto acknowledge that, pursuant to the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, LICENSOR may file copies of this Agreement with the Securities and Exchange Commission and with NASDAQ and with any other stock exchange on which LICENSOR's securities may be listed. LICENSEE agrees that for the period of time during which LICENSEE is obligated to keep information confidential hereunder, LICENSEE will not make, use, sell, lease or otherwise dispose of products using or directly or indirectly derived from Licensed Products, Light Valves, or Components, or which otherwise comprise suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the optical characteristics of the suspension ("SPD Technology") unless an agreement between LICENSOR and LICENSEE permitting it to do so is in full force and effect and the royalties, if any, provided in such agreement are being paid to LICENSOR on such products. The provisions of this section foregoing restriction shall survive the expiration not apply to products (i) which do not directly or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useindirectly incorporate SPD Technology, accesssuch as, but not limited to, liquid crystal devices, or disclosure electrochromic devices, or (ii) which incorporate technology involving suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the same manner as Contractor protects optical characteristics of the suspension but which is independently developed and which is not in any way directly or indirectly derived from any Technical Information of LICENSOR or its own confidential licensees, sublicensees, or proprietary information any of a similar nature, their affiliates. LICENSEE shall have the burden of proving by clear and with no less than convincing evidence that the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning availability of any unauthorized disclosure exception of confidentiality exists or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsrestrictions do not apply to a particular product. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under Nothing contained in this section, that any such breach will likely result in irreparable harmhowever, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled construed as granting LICENSEE any rights or licenses with respect to appropriate equitable relief, without the requirement any Technical Information or patents of posting a bond, in addition to LICENSOR or its other remedies at lawlicensees or their sublicensees.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Contractor shall maintain the Term confidentiality of information designated as confidential by Princeton University, as well as any data and at all times thereafterinformation that the Contractor may derive from such confidential information, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor no less rigorously than it protects its own confidential or proprietary data and information of a similar nature, and shall not disclose any of such information to others, including its employees, except: (i) to the extent necessary to enable Contractor to carry out its Work or to effectuate any term or provision of the Contract, including without limitation any mediation or litigation to enforce this Contract; (ii) disclosures to Contractor’s accountants, attorneys, financial advisors; and (iii) disclosures required by law, including without limitation in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities, except that the Contractor shall provide notice to Princeton University sufficiently in advance (but in no event less than five (5) business days) of the greater requested disclosure in order to permit Princeton University to seek a protective order, to the fullest extent such notice is lawful. This confidentiality obligation shall apply to confidential information provided by Princeton University prior to the execution of reasonable care this Contract. Confidential information, including the copyright and industry-standard care. The JBE owns all rightother intellectual property rights of the confidential information, title provided by Princeton University is owned by Princeton University, and interest nothing in this Contract conveys any ownership rights to the Confidential InformationContractor. Contractor will notify the JBE promptly upon learning of shall similarly obligate any unauthorized disclosure or use of Confidential Information and will cooperate fully all persons and/or entities to whom such information is necessarily disclosed hereunder, including without limitation its Subcontractors, to maintain said information in strict confidence in conformance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsClause K7. Contractor acknowledges that there can agrees to be no adequate remedy at law liable for any breach of Contractor’s obligations under this sectionconfidentiality obligation by any of its Subcontractors or their respective employees or representatives. Contractor also agrees that, that any such breach will likely result in irreparable harm, and that upon the event of any breach or threatened breach of the this confidentiality obligationsobligation, the JBE Princeton University shall be entitled to appropriate equitable relief, without the requirement of posting a bondincluding injunctive relief and specific performance, in addition to all other rights and remedies otherwise available. The rights and obligations of the parties under this Clause K7 shall survive any termination of the Contract. At Princeton University’s request, Contractor and any of its other remedies at lawSubcontractors and their employees or agents shall execute Princeton University’s standard form of nondisclosure agreement. CLAUSE K8 EQUAL OPPORTUNITY EMPLOYER Princeton University is an Equal Opportunity Employer. Pursuant to Executive Orders 11246 and 11375, Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam-Era Veterans Readjustment Act of 1974, Princeton University has developed Affirmative Action Plans that have been filed with and approved by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs, and are available for review upon request. The Contractor (and Subcontractors, if applicable) shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Contractor also warrants that it will comply with all applicable executive orders, and federal, state, and local laws, regulations, and rules, and Princeton University policies, as appropriate, relating to nondiscrimination, equal employment opportunity, and affirmative action.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Each party receiving Confidential Information ("Recipient") shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information of the other party ("Discloser"). "Confidential Information" means (i) for Us: the terms and conditions of this Agreement, all financial terms and conditions contained in strict trust Our quotation, and confidencethe Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (bii) refrain from using for either party: any information, in written or permitting others other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, if it should reasonably be regarded as confidential due to use the nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any 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 shall not be disclosed to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors 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 permitted under this Agreement. Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient's breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently developed by the Recipient without any access to the Discloser's Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order 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 perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionprevent or limit such disclosure. The provisions obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of this section shall survive three (3) years after the expiration or date of termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During All information conveyed by Xxxxx regarding prices, costs, discounts, inventions, planned and existing products, packaging, customers and distributors as well as information regarding Xxxxx’x business or finances, production methods, know-how and other information used by Xxxxx is proprietary and confidential and to the Term extent that the Goods include or embody any of Xxxxx’x intellectual property, including inventions, patents, trademarks, service marks, trade dress, copyrighted material or any other material, information or data which, in the form and at manner presented, are proprietary to Xxxxx, all times thereaftersuch information and intellectual property shall be deemed “Confidential Information” and, Contractor willas applicable, trade secret information, and Supplier shall have only a limited, temporary, revocable, non-exclusive license (not including any have- made license) to use the Confidential Information only for the time period and to the extent necessary to complete the Agreement. Supplier must: (ai) hold all employ safeguards at least as stringent as it employs for protection of its own confidential information but no less than a reasonable degree of care to protect such Confidential Information in strict trust and confidence, Information; (bii) refrain from using not permit the use or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose disclosure of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on person other than those employees of Supplier who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder fulfill the P.O. and who have executed a confidentiality agreement with Contractor are bound to at least the same obligations of confidentiality as protective set forth herein; (iii) not reproduce, copy, reverse compile, reverse engineer or misuse or misappropriate any Confidential Information; and (iv) promptly report to Xxxxx in writing any disclosure or attempted use of the Confidential Information in violation of this clause. When no longer required to fulfill the P.O., Supplier will return such Confidential Information or destroy it and provide acceptable proof thereof as Xxxxx directs. Supplier acknowledges that any breach of the provisions of this section. The provisions of this section shall survive Clause 9 would cause irreparable harm and therefore Xxxxx, in addition to all other relief available pursuant to applicable Law or in equity or under the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without where permitted by Law, including injunctions and any other or additional relief, including attorneys’ fees, even if the requirement of posting Confidential Information under consideration does not constitute a bond, in addition to its other remedies at lawtrade secret.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so so, directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Purchase Order. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Purchase Order, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Seller by Buyer shall be deemed “Confidential Information.” Seller further acknowledges and agrees that any other information which is disclosed by Buyer in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the Term time of its disclosure and at all times thereafteris reduced to writing and clearly marked or labeled as confidential, Contractor will: (a) hold all proprietary or its equivalent within 30 days of disclosure shall be deemed “Confidential Information.” All Confidential Information in strict trust shall be the exclusive property of Buyer, and confidenceBuyer retains all right, (b) refrain from using or permitting others title and interest, including copyright, relating to Confidential Information. Seller agrees not to use any Confidential Information in any manner or for any purpose other than as permitted or required for performance by Seller under the Purchase Order and not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or provide any Confidential Information to any third party without obtaining and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Buyer or completion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Purchase Order, Seller shall return all such Confidential Information only to its employees or contractors who need Buyer and shall certify to know Buyer that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns it has returned all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon The return of Confidential Information shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the JBEgoods and shall include a full drawing package in reproducible form and any revisions or updates, including but not limited to, AutoCAD files, fabrication drawings, approved supplier list, test specifications, tooling specifications and drawings, manufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and drawings and engineering change notice history. "Confidential Client Information" means all information about Buyer’s request and upon any termination clients' business affairs that is provided to Seller by Buyer or expiration of this Agreement, Contractor will promptly (a) return about which Seller learns while providing services that is not already known or readily available to the JBE orgeneral public. Seller shall not engage in any unauthorized use or disclosure of Confidential Client Information and shall follow the same obligations and restrictions as for Buyer’s Confidential Information. All of Seller’s specifications, if so directed information, data, drawings, software and other items supplied to Buyer by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Seller shall be entitled disclosed to appropriate equitable reliefBuyer on a nonproprietary basis and may be used and disclosed by Buyer without restriction, without unless Buyer has executed a separate agreement restricting the requirement use and disclosure of posting a bondsuch information, in addition to its other remedies at lawdata, software and the like.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust LICENSEE agrees for itself, its sublicensees, and confidence, their employees and agents that for twenty (b20) refrain years from using the later of the Effective Date of this Agreement or permitting others the latest date of its receipt of information disclosed to use Confidential Information in any manner or for any purpose not expressly permitted LICENSEE by LICENSOR pursuant to this Agreement, such information shall be held in confidence; provided, however, there shall be no obligation to treat as confidential information which is or becomes available to the public other than through a breach of this obligation, or which was already possessed by LICENSEE in writing (or otherwise provable to be in the possession of LICENSEE) prior to the Effective Date of this Agreement (and was not received from LICENSOR) or which is shown by LICENSEE to have been received by it from a third party who had the legal right to so disclose it without restrictions and without breach of any agreement with LICENSOR or its licensees. LICENSOR shall affix an appropriate legend on all written documentation given to LICENSEE which contains confidential information. LICENSEE acknowledges that the list of patent applications contained on Schedule A is confidential information of LICENSOR. If confidential information is otherwise conveyed orally by LICENSOR, LICENSOR shall specify to LICENSEE at the time such information is being conveyed (cor in a subsequent letter referring to the conversation) that the information conveyed is confidential. It is understood and agreed that, unless otherwise provided in a separate agreement between LICENSEE and LICENSOR, LICENSEE has no obligation hereunder to provide LICENSOR with any confidential or proprietary information, and that LICENSOR shall have no obligation hereunder to LICENSEE to maintain in confidence or refrain from disclosing commercial or permitting others to disclose other use of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisinformation which LICENSOR is or becomes aware of under this Agreement. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder The terms and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or any other agreement between the parties shall not be considered confidential, and the parties hereto acknowledge that, pursuant to the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, LICENSOR may file copies of this Agreement with the Securities and Exchange Commission and with NASDAQ and with any other stock exchange on which LICENSOR's securities may be listed. LICENSEE agrees that for the period of time during which LICENSEE is obligated to keep information confidential hereunder, LICENSEE will not make, use, sell, lease or otherwise dispose of products using or directly or indirectly derived from Licensed Products, Light Valves, or Components, or which otherwise comprise suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the optical characteristics of the suspension ("SPD Technology") unless an agreement between LICENSOR and LICENSEE permitting it to do so is in full force and effect and the royalties, if any, provided in such agreement are being paid to LICENSOR on such products. The provisions of this section foregoing restriction shall survive the expiration not apply to products (i) which do not directly or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useindirectly incorporate SPD Technology, accesssuch as, but not limited to, liquid crystal devices, or disclosure electrochromic devices, or (ii) which incorporate technology involving suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the same manner as Contractor protects optical characteristics of the suspension but which is independently developed and which is not in any way directly or indirectly derived from any Technical Information of LICENSOR or its own confidential licensees, sublicensees, or proprietary information any of a similar nature, their affiliates. LICENSEE shall have the burden of proving by clear and with no less than convincing evidence that the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning availability of any unauthorized disclosure exception of confidentiality exists or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsrestrictions do not apply to a particular product. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under Nothing contained in this section, that any such breach will likely result in irreparable harmhowever, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled construed as granting LICENSEE any rights or licenses with respect to appropriate equitable relief, without the requirement any Technical Information or patents of posting a bond, in addition to LICENSOR or its other remedies at lawlicensees or their sublicensees.

Confidential Information. During the Term Employment Period and at all times thereafter, Contractor will: Executive will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (a) hold all Confidential Information other than by acts by Executive in strict trust and confidence, (b) refrain from using violation of this Agreement). Except as may be required or permitting others to use Confidential Information appropriate in any manner or for any purpose not expressly permitted by connection with his carrying out his duties under this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Executive will not, without obtaining the JBE’s express prior written consent of the Company or as may otherwise be required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive will use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on a case-by-case basis. Contractor will disclose Confidential Information only to behalf of the Company in the furtherance of its employees business or contractors who need to know that information in order to perform Services hereunder duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useHealth Administration, accessU.S. Securities and Exchange Commission, or disclosure other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity. Notwithstanding the same manner as Contractor protects its own confidential foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or proprietary information of lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a similar natureGovernmental Entity or not); provided that Executive is not agreeing to waive, and with no less than this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any Governmental Entity. Executive is hereby notified that the greater immunity provisions in Section 1833 of reasonable care and industry-standard care. The JBE owns all right, title and interest in 18 of the Confidential Information. Contractor will notify the JBE promptly upon learning of United States Code provide that an individual cannot be held criminally or civilly liable under any unauthorized disclosure federal or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at state trade secret law for any breach disclosure of Contractor’s obligations under this sectiona trade secret that is made (1) in confidence to federal, that any such breach will likely result in irreparable harmstate or local government officials, either directly or indirectly, or to an attorney, and that upon any breach is solely for the purpose of reporting or threatened breach investigating a suspected violation of the confidentiality obligationslaw, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the JBE shall trade secret may be entitled used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During Partner agrees that any nonpublic information, software, inventions (whether patentable or not), algorithms, designs, know-how, ideas, product development plans, sales forecasts, sales volume, pricing and discounts, and all customer, business, technical, training and financial information (collectively, “Confidential Information”) it obtains from Riverbed are the Term confidential property of Riverbed and its suppliers. Without limiting the foregoing, the Products (including their design and structure) and all information on Riverbed’s partner center and customer care website constitute trade secrets and/or Confidential Information of Riverbed or its licensors. Except as expressly and unambiguously allowed herein, Partner shall hold the Confidential Information in confidence using the same degree (but no less than a reasonable degree) of care and protection that it uses to protect its own confidential information of a similar nature and not use or disclose any Confidential Information. Notwithstanding the foregoing, Partner may disclose Confidential Information to those of its employees and contractors with a need to know such Confidential Information and who have signed a written agreement with nonuse and nondisclosure provisions at all times thereafter, Contractor will: least as protective of such Confidential Information as the terms of this Agreement. Confidential Information does not include any information that (a) hold was publicly known at the time of Riverbed’s communication thereof to Partner or becomes publicly known thereafter through no fault of Partner, (b) was in Partner’s possession free of any obligation of confidentiality at the time of Riverbed’s communication thereof to Partner, (c) is rightfully obtained by Partner free of any obligation of confidentiality from a third party authorized to make such disclosure without restriction, or (d) is identified by Riverbed as no longer proprietary or confidential. Partner may disclose Confidential Information to the minimum extent disclosure is required by court order or as otherwise required by law, on condition that (i) notice of such requirement for such disclosure is given to Riverbed prior to making any such disclosure (if permitted under applicable law), and (ii) Partner ensures that any Confidential Information disclosed under this provision will still be afforded the protection of this Agreement to the extent it does not become publicly available as a result of such disclosure. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that Riverbed’s remedies at law for a breach by Partner of its obligations under this Section will be inadequate and that Riverbed will be entitled to equitable relief (including provisional and permanent injunctive relief) in addition to any other remedies. Without limiting the foregoing, Partner shall not provide the Products or disclose any Confidential Information, Riverbed documentation or any information regarding any Products to any Riverbed competitors. Partner shall not, without Riverbed’s prior written consent, publish or provide to any third party results of any benchmark or comparison tests of any Products. Partner shall not issue any advertisements, press releases or promotional materials relating to this Agreement or any Products or Services without prior written approval of Riverbed. Upon Riverbed’s request at any time, Partner shall return or destroy all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionpossession. The provisions of obligations set forth in this section shall Section will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJCC’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JCC owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JCC promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JCC to protect such Confidential Information. Upon the JBEJCC’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JCC or, if so directed by the JBEJCC, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JCC in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JCC shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust may be used or disclosed by Customer only as provided herein. Customer, on behalf of itself and confidenceits employees and agents, (b) refrain from using agrees that, during the period of its business relationship with any Seller and for a period of two years thereafter Customer shall not at any time disclose to any person, or permitting others to use Confidential Information in for its own benefit or the benefit of any manner or for any purpose not expressly permitted by this Agreementthird party, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on of the Seller. Notwithstanding the foregoing, Customer may disclose Confidential Information to one or more third parties if it is required to do so pursuant to law, court order or other directive of a case-by-case basislegislative body. Contractor will Customer shall disclose such Confidential Information only to its those employees or contractors who need of Customer who: (i) have a need-to-know such Confidential Information in the performance of their duties associated with business relationship between Customer and Seller and (ii) are advised by Customer of the confidential nature of such information and are bound by Customer to know that information maintain such in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor confidence. Customer shall maintain at least the same degree of diligence in the protection of the Confidential Information as protective it uses with regard to its own proprietary information. All Confidential Information is provided “AS IS”, without warranty or guarantee of any kind as to its accuracy, completeness, operability, fitness for particular purpose, or any other warranty, express or implied. Seller shall not be liable to Customer for any damages, loss, expense, or claim of loss arising from use of or reliance on the provisions Confidential Information. For purposes of clarification, Customer shall keep confidential and not disclose, reproduce, excerpt or distribute any portion thereof of Software Materials, Developments and other proprietary information of Seller, including but not limited to all information located on Seller paper or letterhead. Each Seller shall retain ownership of all rights, including all Intellectual Property Rights, in its Confidential Information. No other right, immunity or license to the Confidential Information, express or implied, is granted by Seller to the Customer pursuant to this sectionAgreement under any patent, patent application, copyright, trademark or other Intellectual Property Right, now or hereafter owned or controlled by Seller. The provisions limitations on the use and disclosure of Confidential Information set forth in this section Agreement shall survive continue for a period of two (2) years after the expiration or termination this Agreement; provided, however, that any Confidential Information that constitutes a trade secret under applicable law shall be subject to the limitations on the use and disclosure of such information hereunder for as long as such Confidential Information constitutes a trade secret under applicable law. Upon the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, Customer shall promptly return or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (that Customer received from Seller, in every form and medium)whatever form, and (b) certify without retaining any copies or excerpts thereof. Seller reserves all Intellectual Property Rights to the JBE in writing standard assemblies. Seller agrees that Contractor has fully complied Customer may use drawings or documentation provided with the foregoing obligationsProducts for maintenance purposes, but may not use them for manufacturing purposes. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE All information submitted to Seller by Customer shall be entitled deemed to appropriate equitable relief, without the requirement of posting be submitted on a bond, non-confidential basis unless agreed otherwise in addition to its other remedies at lawwriting.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Any party receiving Confidential Information in strict trust shall maintain the confidential and confidenceproprietary status of such Confidential Information, (b) refrain from using or permitting others to use keep such Confidential Information in and each part thereof within its possession or under its control sufficient to prevent any manner or for any purpose activity with respect to the Confidential Information that is not expressly permitted specifically authorized by this Agreement, and (c) refrain from disclosing or permitting others use all commercially reasonable efforts to disclose prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; PROVIDED, HOWEVER, that such restriction shall not apply to any Confidential Information that is (a) independently developed by the receiving party outside the scope of this Agreement or the Development Agreement (PROVIDED, HOWEVER, that such restriction shall apply to any technology licensed by DURA, DDSI or Xxxxxx Corp. to Xxxxxx Corp. II under this Agreement), (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving party, (c) received without an obligation of confidentiality from a third party without obtaining having the JBE’s right to disclose such information, (d) released from the restrictions of this Section 4.3 by the express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only of the disclosing party, (e) disclosed to its employees any permitted assignee, permitted sublicensee or contractors who need permitted subcontractor of DURA, DDSI, Xxxxxx Corp. or Xxxxxx Corp. II under the Agreements (if such assignee, sublicensee or subcontractor is subject to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionSection 4.3 or substantially similar provisions) or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). The provisions of obligations set forth in this section Section 4.3 shall survive for a period of ten (10) years from the expiration or termination (other than by exercise) of the Purchase Option. Without limiting the generality of the foregoing, DURA, DDSI, Xxxxxx Corp. and Xxxxxx Corp. II each shall use commercially reasonable efforts to obtain, if not already in place, confidentiality agreements from their respective employees and agents, similar in scope to this Agreement. Contractor will Section 4.3, to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Each party receiving Confidential Information (“Recipient”) shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information in strict trust of the other party (“Discloser”). “Confidential Information” means (i) the terms and confidenceconditions of this License, (bii) refrain from using all financial terms and conditions contained in any Quotation/Invoice we may have provided for You; (iii) the Software as well as results of any product benchmark or permitting others similar tests (whether performed by Us, You, or any third party); and (iv) any information, in written or other tangible form, which has been conspicuously marked by Discloser as “confidential” or “proprietary” or if not so marked, was indicated at the time of disclosure to use be confidential and is later summarised and confirmed as confidential in writing transmitted to Recipient within ten (10) days after disclosure. Recipient shall protect Discloser’s Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any 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 shall not be disclosed to any third party without obtaining the JBEDiscloser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors employees, agents, advisors, 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 License). Confidential Information shall not include any information that: (i) is or becomes publicly available without the Recipient’s breach of any obligations owed to the Discloser; (ii) is known to the Recipient prior to the Discloser’s disclosure of such information to the Recipient; (iii) becomes known to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality owed to the Discloser; or (iv) is independently developed by the Recipient. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order to perform Services hereunder and who have executed compliance with applicable law or a confidentiality agreement with Contractor at least as protective as court order, provided the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawDiscloser is given reasonably prompt notice thereof.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL OF CALIFORNIA’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL OF CALIFORNIA owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL OF CALIFORNIA promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL OF CALIFORNIA to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL OF CALIFORNIA’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL OF CALIFORNIA or, if so directed by the JBEJUDICIAL COUNCIL OF CALIFORNIA, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL OF CALIFORNIA in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL OF CALIFORNIA shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The submission materials, and any Policy, financial, underwriting, accounting, and claims information, data statements, representations, and other materials provided by the Term Company or its Affiliates and at all times thereafterreceived by the Subscribing Reinsurer in the course of an audit, Contractor will: inspection, or otherwise in connection with this Contract, represent confidential or proprietary information (a) hold all “Confidential Information”). This Confidential Information is intended for the sole use of the Subscribing Reinsurer (and its affiliates, retrocessionaires, accountants, attorneys, auditors, actuaries or catastrophe modelers or others where required by law) as may be necessary in strict trust and confidence, (b) refrain from using analyzing and/or accepting a participation in and/or executing its responsibilities under or permitting others related to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others Contract. To the extent that the Subscribing Reinsurer intends to disclose any provide Confidential Information to any third party without obtaining parties (other than its employees and affiliates), prior to such disclosure, the JBE’s express prior Subscribing Reinsurer must require that such third parties agree, in writing, to be bound by this Confidentiality Article or by a separate written consent on a case-by-case basisconfidentiality agreement, containing terms no less stringent than those set forth in this Article. Contractor will disclose The Subscribing Reinsurer acknowledges and agrees that with respect to any review of Confidential Information only by the Subscribing Reinsurer, and/or discussion of Confidential Information, the Company and its Affiliates do not waive and do not intend to its employees waive any available privilege or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionprotection. The provisions review of this section Confidential Information by the Subscribing Reinsurer and/or discussion of Confidential Information with the Company or its Affiliates shall survive not destroy, waive, or otherwise impair the expiration proprietary and/or protected status of any Confidential Information or termination any information revealed in such discussion with the personnel of this Agreement. Contractor will protect the Company or its Affiliates, whether reviewed by and/or discussed with the Subscribing Reinsurer intentionally or inadvertently, nor does the review of the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use and/or discussion of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination Company or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach its Affiliates constitute an estoppel or threatened breach waiver of the confidentiality obligationsCompany’s or its Affiliates’ rights to assert the attorney-client or work-product privileges, or any other applicable privilege or protection over certain documents contained in the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to Company’s or its other remedies at lawAffiliates’ files and/or certain information.

Confidential Information. During Each purchaser of a Note or of a beneficial interest therein (a "Holder") shall be deemed to have agreed to comply by this Section 6.09 by accepting such Note or beneficial interest. Each Holder acknowledges that it may obtain information relating to the Term Servicer or the Issuer which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. Each Holder shall at all times thereaftertimes, Contractor will: both during the term of this Agreement and for a period of three (a3) hold all Confidential Information years after its termination, keep in strict trust and confidenceconfidence all such Proprietary Information, and shall not use such Proprietary Information other than as required to enforce its rights under its Note, nor shall any Holder disclose any such Proprietary Information without the written consent of the Servicer or the Issuer. Each Holder further agrees to immediately return all Proprietary Information (bincluding copies thereof) refrain from using in its possession, custody, or permitting others to use Confidential Information in any manner or control upon termination of this Agreement for any purpose not expressly permitted by reason. No Holder shall disclose, advertise or publish the existence or the terms or conditions of this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Agreement without obtaining the JBE’s express prior written consent on of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 6.09 shall not prohibit disclosure of information that is required to be disclosed by each Holder pursuant to federal or state laws or regulation. In particular each Holder agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any Person other than (i) counsel to each Holder (ii) an employee or director of each Holder with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or (iii) a bona fide purchaser or potential purchaser of the Note. The parties hereto agree that the Servicer and/or the Issuer shall have the right to enforce these nondisclosure provisions by an action for specific performance filed in any court of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure competent jurisdiction in the same manner as Contractor protects its own confidential or proprietary information State of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawKansas.

Confidential Information. During To the Term extent that MBC receives from ------------------------ InterTrust under this Agreement any InterTrust Technology or any other information or technology that is marked "Confidential" when disclosed in written form, or indicated as "Confidential" when disclosed orally ("Confidential Information"), MBC shall hold such Confidential Information -------------------------- in strict confidence and at all times thereafter, Contractor willin a manner that: (ai) hold all is sufficiently secure for the character and content of the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Information; and (cii) refrain from disclosing is not less secure than procedures used by MBC to protect its comparably important information and technology. MBC shall not, without InterTrust's prior written consent, use, disclose, provide or permitting others to disclose otherwise make available any Confidential Information to any third party without obtaining Person, except to one or more of MBC's permitted sublicensees as authorized under the JBE’s express prior written consent on terms and conditions of this Agreement, and their employees. Each of such sublicensees and employees shall have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who reasonable need to know such Confidential Information, and each shall operate under the same restrictions as MBC. Furthermore, in each case of disclosure to an employee or authorized sublicensee, access to such Confidential Information shall be allowed only to the extent necessary to enable MBC or any such authorized sublicensee to exercise its license (or sublicense) hereunder and/or as expressly allowed hereunder. MBC and any such sublicensees, as the case may be, shall: (a) require their employees having access to any portion of Confidential Information to strictly maintain its confidentiality; and (b) ensure that information in order to perform Services hereunder and who each such employee shall have executed with MBC and/or an authorized sublicensee (as applicable) a confidentiality written non-disclosure/non-use agreement with Contractor at least in the form set forth on Exhibit E hereto or as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, accesssubsequently provided by InterTrust, or disclosure in MBC's or such sublicensee's applicable form agreement which shall effectively and comparably bind such employee to the same manner scope as Contractor protects its own confidential or proprietary information of a similar natureInterTrust's form agreement, and with no less than the greater of which MBC's or sublicensee's form agreement shall be subject to InterTrust's reasonable care and industry-standard careprior written approval. The JBE owns all right, title and interest MBC shall notify InterTrust promptly in the Confidential Information. Contractor will notify the JBE promptly upon learning writing of any unauthorized disclosure or use other misuse or misappropriation of Confidential Information and will cooperate fully with any portions of the JBE to protect such Confidential Information. Upon the JBE’s request MBC and upon any termination or expiration of this Agreement, Contractor will promptly sublicensee (aas appropriate) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has shall be fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law responsible for any breach of Contractor’s MBC's or sublicensees' obligations under this section, that Agreement by any person to whom such breach will likely result in irreparable harm, and that upon any breach or threatened breach Confidential Information has been disclosed. Any obligation of the confidentiality obligations, the JBE MBC with respect to Confidential Information pursuant to this Section 9.1(b) shall be entitled expire thirty-six (36) months after disclosure of such information by InterTrust to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawMBC.

Confidential Information. During the Term “Confidential Information” means any information disclosed by Coherent to Supplier, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation drawings, documents, specifications, samples, prototypes and at designs. Confidential Information shall include all times thereafter, Contractor will: information relating to Articles and may include third party information. Confidential Information shall not include information that (a) hold all Confidential Information was publicly known and made generally available in strict trust and confidencethe public domain prior to the time of disclosure by Coherent to Supplier, (b) refrain from using becomes publicly known and made generally available in the public domain after disclosure to Supplier by Coherent through no action or permitting others inaction of Supplier, or (c) is in the possession of Supplier, without confidentiality restrictions, at the time of disclosure by Coherent to Supplier, as evidenced in Supplier’s files and records in existence immediately prior to the time of Coherent’s disclosure. Supplier shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Supplier shall take at least those measures that it takes to protect its own most highly confidential information. Supplier shall make no copies of the Confidential Information unless the same are previously approved in writing by Coherent. Supplier shall reproduce Coherent’s proprietary rights notices on any such approved copies in the same manner or in which such notices were set forth on the original. Supplier shall not use any Confidential Information for any purpose other than to perform its obligations under the applicable Purchase Order. Supplier shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining unless authorized in advance in writing. Supplier shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Coherent’s Confidential Information. Supplier shall immediately notify Coherent in the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions event of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from any unauthorized use, access, use or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify (reference the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBENondisclosure Agreement in Coherent’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumSupplier Portal: xxxx://xxx.xxxxxxxx.xxx/supplierportal), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Seller by Xxxxx shall be deemed “Confidential Information.” Seller further acknowledges and agrees that any other information which is disclosed by Buyer in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the Term time of its disclosure and at all times thereafteris reduced to writing and clearly marked or labeled as confidential, Contractor will: (a) hold all proprietary or its equivalent within 30 days of disclosure shall be deemed “Confidential Information.” All Confidential Information in strict trust shall be the exclusive property of Buyer, and confidenceXxxxx retains all right, (b) refrain from using or permitting others title and interest, including copyright, relating to Confidential Information. Seller agrees not to use any Confidential Information in any manner or for any purpose other than as permitted or required for performance by Seller under the Purchase Order and not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or provide any Confidential Information to any third party without obtaining and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Buyer or completion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Purchase Order, Seller shall return all such Confidential Information only to its employees or contractors who need Buyer and shall certify to know Buyer that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns it has returned all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon The return of Confidential Information shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the JBEgoods and shall include a full drawing package in reproducible form and any revisions or updates, including but not limited to, AutoCAD files, fabrication drawings, approved supplier list, test specifications, tooling specifications and drawings, manufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and drawings and engineering change notice history. "Confidential Client Information" means all information about Xxxxx’s request and upon any termination clients' business affairs that is provided to Seller by Xxxxx or expiration of this Agreement, Contractor will promptly (a) return about which Xxxxxx learns while providing services that is not already known or readily available to the JBE orgeneral public. Seller shall not engage in any unauthorized use or disclosure of Confidential Client Information and shall follow the same obligations and restrictions as for Buyer’s Confidential Information. All of Seller’s specifications, if so directed information, data, drawings, software and other items supplied to Buyer by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Seller shall be entitled disclosed to appropriate equitable reliefBuyer on a nonproprietary basis and may be used and disclosed by Buyer without restriction, without unless Xxxxx has executed a separate agreement restricting the requirement use and disclosure of posting a bondsuch information, in addition to its other remedies at lawdata, software and the like.

Confidential Information. During The Employee hereby acknowledges that in connection with the Employee's employment by the Employer the Employee has been provided and will be provided Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is made, developed or compiled by the Employee or otherwise has been or is made available to Employee), including information Employee has not received before, regarding the business and operations of the Related Parties. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets and deemed proprietary by the Related Parties, and that the receipt of this Confidential information creates a special relationship of trust and confidence between the Employer, the Company, Legacy and the Employee. Employee thus acknowledges and agrees that it is fair and reasonable for the Employer, the Company and Legacy to take steps to protect itself. For purposes of this Agreement, “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Related Parties relating to Business Opportunities or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Related Parties, whether oral or in written form. The Employee agrees that all Confidential Information is and will remain the property of the Related Parties. The Employee further agrees, except for disclosures occurring in the good faith performance of Employee's duties for the Related Parties, during the Employment Term and at all times thereafter, Contractor will: (a) to hold in the strictest confidence all Confidential Information in strict trust Information, and confidencenot to, (b) refrain from using directly or permitting others indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to use any person or entity any portion of the Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose use any Confidential Information for Employee's own benefit or profit or allow any person, entity or third party, other than the Related Parties and authorized executives of the same, to use or otherwise gain access to any third party without obtaining Confidential Information. The Employee will have no obligation under this Agreement with respect to any information that becomes generally available to the JBE’s express prior written consent public other than as a result of a disclosure by the Employee or Employee's agent or other representative or becomes available to the Employee on a casenon-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed confidential basis from a confidentiality source other than the Related Parties through no breach of any agreement with Contractor at least as protective as the provisions Employer or any of the Related Parties. Further, the Employee will have no obligation under this section. The provisions Agreement to keep confidential any of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useto the extent that a disclosure of it is required by law or is consented to by the Employer, accessthe Company or Legacy in writing; provided, or however, that if and when such a disclosure in is required by law, the same manner as Contractor protects its own confidential or proprietary information Employee promptly will provide the Employer with notice of a similar naturesuch requirement, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all rightso that an appropriate protective order may be sought, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Employer in any attempt by Employer to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that obtain any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawprotective order.

Confidential Information. During Any and all information disclosed by the Term Buyer to the Seller or by the Seller to the Buyer as a result of the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the Seller or to the Buyer, as the case may be, shall remain confidential to the Seller and the Buyer. Each of the Seller and the Buyer agree not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The information intended to be protected hereby shall include, but not be limited to, financial information, customers, sales representatives, and anything else having an economic or pecuniary benefit to the Buyer or the Seller, respectively. If the Closing occurs hereunder, any and all times thereafterinformation disclosed by the Seller to the Buyer and relating to the Business or the Acquired Assets shall thereafter be deemed the confidential information of the Buyer, Contractor will: rather than of the Seller, and the Seller agrees not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The confidentiality letter agreement (the "Confidentiality Letter") dated September 5, 2000 between the X. Xxxxx and Footstar, Inc., is incorporated herein by reference and shall continue in force and effect after the date hereof, except that (a) hold all Confidential Information the Buyer, rather than Footstar, Inc., shall be deemed the "Recipient" as that term is used in strict trust and confidencethe Confidentiality Letter, (b) refrain from using to the extent that any terms of the Confidentiality Letter are inconsistent with any terms of this Agreement (not including the Confidentiality Agreement), the terms of this Agreement shall govern, (c) until the Closing occurs or permitting others to use Confidential Information this Agreement has been validly terminated, paragraph 8 of the Confidentiality Letter shall not restrict actions by the Buyer in any manner or for any purpose not expressly permitted by this Agreementfurtherance of its acquisition of the Business, and (cd) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining paragraph 4 of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Confidentiality Letter shall not survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawClosing hereunder.

Confidential Information. During User acknowledges, and will cause all Authorized Personnel to acknowledge, that under the Term terms of this Agreement, he/she may have access to information that is confidential and at all times thereafterof substantial value to UKHA, Contractor will: which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information specifically does not include information that (a) hold all Confidential Information in strict trust and confidence, is already known to User or is publicly available at the time of disclosure; (b) refrain from using is disclosed to User or permitting others Authorized Personnel by a third party who is not in breach of an obligation of confidentiality to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and UKHA; (c) refrain from disclosing becomes publicly available after disclosure through no fault of User or permitting others Authorized Personnel; (d) is required by rule or law to be disclosed, provided that User promptly gives UKHA notice of the requirement to disclose any the Confidential Information to any third party without obtaining allow UKHA the JBEopportunity to take legal action to prevent the disclosure, and, at UKHA’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only expense, to its employees or contractors who need provide all assistance that is reasonably required to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in preserve the Confidential Information’s confidential treatment, such as protective orders, and the like. Contractor User agrees that, and will notify cause Authorized Personnel to agree that, he/she will not use in any way for his/her own account, except as provided herein, nor disclose to any third party, any such Confidential Information revealed to him/her by XXXX. User will take, and will cause Authorized Personnel to take, every reasonable precaution to protect the JBE promptly upon learning confidentiality of such Confidential Information. User acknowledges, and will cause the Authorized Personnel to acknowledge, that unauthorized use or disclosure thereof could cause UKHA irreparable harm that cannot be compensated by monetary damages. Accordingly, User agrees, and will cause the Authorized Personnel to agree, that UKHA will be entitled to seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure or use of Confidential Information and will cooperate fully be entitled to pursue any other available remedies for such breach or threatened breach, including the recovery of damages from User or any Authorized Personnel. The restrictions set forth herein related to Confidential Information are not included to impose restrictions on User’s or Authorized Personnel’s subsequent use or disclosure of Protected Health Information accessed in accordance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, provided that any such breach will likely result further use or disclosure of such Protected Health Information is in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at accordance with applicable law.

Confidential Information. During In connection with the Term Program, you may have access to or be exposed to (through the Member Portal or other means) materials, data, or information, whether in written, oral, electronic, website-based, or other forms, that is not generally known to the public (collectively, “Confidential Information”). You will keep all Confidential Information strictly confidential until three (3) years after the termination of these Terms, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in these Terms, your confidentiality obligations with respect to Personal Information and trade secrets (including technical information about products and services and all information about unreleased products and services) of Dell shall never expire. You may share Confidential Information with only your employees who have a need to know in furtherance of the business relationship between you and Dell and who are subject to legally binding obligations of confidentiality at all times thereafter, Contractor will: least as restrictive as those imposed on you in these Terms. You are fully liable for any breach of this paragraph by your personnel. These confidentiality obligations do not apply to any Confidential Information that (a) hold all Confidential Information you can demonstrate was already in strict trust and confidence, your possession before your receipt from Dell; (b) refrain from using is or permitting others to use Confidential Information in any manner becomes publicly available through no fault by you or for any purpose not expressly permitted by this Agreement, and your personnel; or (c) refrain you rightfully received from disclosing a third party who has no duty of confidentiality. If you are required by a government body or permitting others court of law to disclose any Confidential Information Information, to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only extent permitted by law, you agree to its employees or contractors who need to know give Dell reasonable advance notice so that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as Dell may contest the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use seek a protective order. You acknowledge that damages for improper disclosure of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can may be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmirreparable, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Dell shall be entitled to appropriate seek equitable relief, without the requirement of posting a bondincluding injunction and preliminary injunction, in addition to its all other remedies available at lawlaw or in equity. Notwithstanding any separate confidentiality agreement you may have with Dell, you authorize and agree that information regarding your business with Dell and information, including Personal Information, you provide to Dell in connection with the Program may be accessed and used by Dell and its employees and contractors for sales and marketing purposes and for any purpose related to the Program or the relationship between you and Dell (collectively, the “Purpose”) and may be disclosed by Dell as required for the Purpose or to fulfill Dell obligations to you and/or your End Customers.

Confidential Information. During Any non-public information, drawings, diagrams or other items relating to the Term Biological Materials which are disclosed by Fred Hutch to Company and that are either identified as confidential or that, under the circumstances, should reasonably be expected to be confidential (collectively, the “Confidential Information”), will remain the property of Fred Hutch, will be retained in confidence by Company using not less than a reasonable degree of care, and will not be disclosed by Company to anyone other than Company personnel who are providing services and are bound by written confidentiality and non-use restrictions at least as strict as those set forth herein. All materials containing Confidential Information will remain the property of Fred Hutch and will, along with all times thereaftercopies summaries and other tangible manifestations thereof, Contractor willbe immediately returned (or destroyed if requested by Fred Hutch) to Fred Hutch upon its reasonable request. Company will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors and subcontractors. Company will advise Fred Hutch immediately in the event that it learns or has reason to believe that any person has disclosed or used or intends to disclose or use Fred Hutch’s Confidential Information and the remedial or preventative actions being taken. Company acknowledge and agree that a breach of this Article 5 may cause irreparable harm to Fred Hutch for which the award of money damages may be inadequate and that in the event of any breach of this provision, Fred Hutch will be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available at law. Notwithstanding any of the foregoing, Confidential Information does not include materials or information that Company can, prior to its proposed use or disclosure, substantiate by written documentation: (a) hold all Confidential Information in strict trust and confidence, were explicitly approved for release by Fred Hutch; (b) refrain were already known by Company prior to receiving the information or material from using Fred Hutch or permitting others were disclosed to use Confidential Information in Company by a third party having the right to disclose without any manner or for any purpose not expressly permitted by this Agreement, and obligation of confidentiality; (c) refrain from disclosing were or permitting others to disclose any Confidential Information to any third party without obtaining have become part of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to public domain through no fault or breach of obligation by Company, its employees or contractors who need agents; or (d) are required to know be disclosed by law or court or administrative order, provided that information Company will, if reasonably possible, notify Fred Hutch of the intended disclosure in advance, reasonably cooperate with the Fred Hutch’s effort to seek a protective order contesting or limiting the disclosure and limit its disclosure to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as that which is required for the provisions of this sectionforegoing purpose. The provisions of this section shall confidentiality obligations herein will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Agreement and continue in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and effect with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of respect to any unauthorized disclosure or use item of Confidential Information and will cooperate fully with for so long as it falls within the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)definition, and (b) certify to outside the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionexclusions, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawset forth herein.

Confidential Information. During the Term and at all times thereafterEmployee agrees that Employee shall not, Contractor will: (a) hold all directly or indirectly, use any Confidential Information in strict trust and confidence(as defined herein) on Employee’s own behalf or on behalf of any Person (as defined herein) other than the Employer, (b) refrain from using or permitting others to use Confidential Information in any manner reveal, divulge, or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Person not expressly authorized by the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only Employer to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect receive such Confidential Information. Upon This obligation shall remain in effect for as long as the JBE’s request and upon any termination information or expiration of this Agreement, Contractor will promptly (a) return materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Employer in maintaining the Confidential Information to the JBE or, if so directed extent permitted by the JBE, destroy all Confidential Information (in every form law. The parties acknowledge and medium)agree that this Agreement is not intended to, and (b) certify to does not, alter either the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorEmployer’s rights or Employee’s obligations under this sectionany state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such breach will likely result required disclosure by Employee. Employee understands and acknowledges that nothing in irreparable harmthis section limits his ability to initiate communications directly with, and respond to any inquiry from, volunteer information to, or provide testimony before any government agency or otherwise participate in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that upon any breach are protected under, or threatened breach from receiving an award for information provided under, the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the confidentiality obligationsEmployer to engage in such communications with any government agency, respond to such inquiries from any government agency, provide Confidential Information or documents containing Confidential Information to any government agency, or make any such reports or disclosures to any government agency. Employee is not required to notify the JBE shall be entitled to appropriate equitable relief, without the requirement of posting Employer that Employee has engaged in such communications with a bondgovernment agency. Employee recognizes and agrees that, in addition connection with any such activity outlined above, Employee must inform the government agency that the information Employee is providing is confidential. Federal law provides certain protections to its individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a trade secret under either of the following conditions:  Where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or  Where the disclosure is made in a complaint or other remedies at lawdocument filed in a lawsuit or other proceeding, if such filing is made under seal. Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Confidential Information. During Franchisee will not, during the Term and at all times or thereafter, Contractor will: without Franchisor’s prior consent, which consent may be granted or withheld in Franchisor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Confidential Information. Franchisee may divulge such Confidential Information only (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEsuch of Franchisee’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its and/or Management Company’s employees or contractors who need agents as require access to know that information it in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as operate the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureHotel, and with no less than only if such employees or agents are apprised of the greater confidential nature of reasonable care such information before it is divulged to them and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE they are bound by confidentiality obligations substantially similar to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)those listed above, and (b) certify to the JBE in writing extent required by law or judicial proceeding; provided that Contractor has fully complied Franchisee will provide Franchisor with prompt prior written notice so that Franchisor may seek a protective order or other appropriate remedy or waive compliance with the foregoing obligationsprovisions of this Agreement, and provided further that, in the event that Franchisor is unable to obtain such protective order or other appropriate remedy in connection with a third party’s request for disclosure, Franchisee will: (i) furnish only that portion of the Confidential Information that Franchisee is advised by counsel is legally required by Applicable Law, (ii) give Franchisor written notice of the information to be disclosed as far in advance as practicable, and (iii) exercise reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. Contractor acknowledges All other Persons are “unauthorized” for purposes of this Agreement. Franchisee agrees that there can the Confidential Information has commercial value and that Franchisor and its Affiliates have taken reasonable measures to maintain its confidentiality, and, as such, the Confidential Information is proprietary and a trade secret of Franchisor and its Affiliates. Franchisee will be no adequate remedy at law liable to Franchisor for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach breaches of the confidentiality obligations, obligations in this Section 14.1 by its employees and agents. Franchisee will maintain the JBE shall be entitled Confidential Information in a safe and secure location and will immediately report to appropriate equitable relief, without Franchisor the requirement theft or loss of posting a bond, in addition to its other remedies at lawall or any part of the Confidential Information.

Confidential Information. During As used herein, “Confidential Information” means this Agreement, the Term Material, any Results and at Inventions (as defined below), and all times thereafterinformation in any form concerning the Material plus other scientific, Contractor will: technical, trade, or business information that is treated by Felicitex as confidential or proprietary and that is disclosed by Felicitex to Recipient hereunder. Recipient agrees that Recipient shall (a) hold all use, copy, and make extracts of the Confidential Information only in strict trust connection with the Purpose and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any of the Confidential Information to any third party without obtaining the JBE’s express prior written consent on other than its directors, officers, and employees who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder the Confidential Information for the Purpose and who have executed a are bound by obligations of confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of substantially similar to those in this Agreement. Contractor will protect Recipient is liable to Felicitex for any use or disclosure of the Confidential Information from unauthorized use, access, or disclosure in violation of the same manner as Contractor protects its own confidential or proprietary information terms of a similar nature, and with no less than the greater this Agreement by any of reasonable care and industry-standard careRecipient’s personnel. The JBE owns all right, title and interest in terms of this Section do not apply to any information that Recipient can demonstrate: (i) Recipient possessed before Felicitex disclosed it under this Agreement; (ii) is or becomes public (other than as a result of breach of this Agreement by the Recipient or its personnel); (iii) the Recipient obtains from a third party free of any confidentiality obligation to Felicitex with respect to such information; or (iv) is independently developed by or on behalf of Recipient without the use of the Confidential Information. Contractor will Notwithstanding anything to the contrary contained herein, Recipient shall be permitted to disclose any Confidential Information that is required to be disclosed by a governmental authority or by applicable law, provided that the Recipient shall: (i) notify the JBE promptly upon learning Felicitex of any unauthorized such disclosure requirement as soon as practicable; (ii) cooperate with Felicitex if Felicitex seeks a protective order or use other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information and will cooperate fully with the JBE which Recipient is legally required to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclose.

Confidential Information. During SRK recognizes and acknowledges that it will have access to and may develop or become aware of certain information of Tonkin Springs LLC, TSHI or their respective affiliates (collectively, Tonkin Entities) and that such information constitutes confidential information of the Term and at all times thereafterTonkin Entities. SRK shall not, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using during or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by after the term of this Agreement, use or disclose directly or indirectly any such confidential information to any person, firm, corporation, association, or other entity, except to Contractors engaged by SRK and (c) refrain from disclosing to authorized representatives of the Tonkin Entities, for any reason or permitting others purpose whatsoever without the Tonkin Entities' prior written approval. SRK represents that it has entered into agreements with all of its employees requiring them not to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on such information. Only employees with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who demonstrable need to know that will be given access to information in order to perform Services hereunder and who have executed collected or developed under this Agreement. In the event of a confidentiality agreement with Contractor at least as protective as breach or threatened breach by SRK of the provisions of this sectionSection 3, the Tonkin Entities shall be entitled to a temporary restraining order or a preliminary injunction restraining SRK from using or disclosing, in whole or in part, such confidential information, and SRK consents to the entry of such a temporary restraining order or preliminary injunction without the necessity of the Tonkin Entities posting any bond in connection therewith and agrees that it shall not assert any defenses to any petition filed by the Tonkin Entities in a court of competent jurisdiction requesting such temporary restraining order and/or preliminary injunction, as the case may be. Nothing herein shall be construed as prohibiting the Tonkin Entities and its affiliates from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from SRK. The provisions provision of this section Section 3 shall survive the expiration dissolution or termination of this Agreement. Contractor will protect The obligations of this Section 3 do not apply to information which: (a) is or becomes part of the Confidential Information from unauthorized usepublic domain without the breach of any obligation of confidentiality owed to the Tonkin Entities; or (b) is lawfully in the possession of SRK at the time it was acquired hereunder without the breach of any obligation of confidentiality owned to the Tonkin Entities; or (c) is required by law to be disclosed. In the event SRK receives any legal process purporting to require the production of confidential information to any court, accessagency, other tribunal, person, or disclosure in entity, SRK shall immediately notify the same manner as Contractor protects its own confidential or proprietary information Tonkin Entities, provide the Tonkin Entities with a copy of a similar naturesuch legal process, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Tonkin Entities in any legal proceeding arising therefrom. Except for the reports and documents expressly required to protect such Confidential Information. Upon be provided to the JBE’s request and upon any termination or expiration NDEP pursuant to Section 1 of this Agreement, Contractor will promptly (a) return SRK shall not communicate with governmental agencies concerning the Work or concerning SRK's or Contractors' performance of the Work without obtaining the prior approval of TSHI and Tonkin Springs LLC. Any reports, documents, or other information, regardless of form, that is collected or developed by SRK pursuant to this Agreement shall be exclusively the JBE orproperty of TSHI and Tonkin Springs LLC and all such reports, if so directed by the JBEdocuments, destroy all Confidential Information (in every form and medium)or information, and (b) certify any copies thereof shall be turned over to TSHI and Tonkin Springs LLC at the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach conclusion of the confidentiality obligationsWork, unless TSHI and Tonkin Springs LLC shall sooner request same. SRK may retain one hard copy of such documents for record purposes. Reuse of such documents by TSHI or Tonkin Springs LLC for other than the JBE project covered by this Agreement shall be entitled without liability to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSRK.

Confidential Information. During “Confidential Information” shall mean the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by terms of this Agreement, and all technical and other business information of a party (c“Discloser”) refrain from disclosing that are marked as confidential in writing or, if disclosed orally, is identified as confidential at the time of disclosure or permitting others is of an inherently confidential nature such that a reasonable person would know the information is confidential. The Software and the Documentation shall be deemed confidential information of Cloudbolt. A party (“Recipient”) shall not use Discloser Confidential Information except in the exercise of its rights granted herein, and shall not to disclose any such Confidential Information to any third party without obtaining party. Without limiting the JBE’s express prior written consent foregoing, Recipient shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Discloser Confidential Information disclosed to it by Discloser under this Agreement. Recipient agrees that it will make Discloser Confidential Information available only on a case-by-case basis. Contractor will disclose Confidential Information "need to know" basis and only to its employees or contractors and representatives who need are bound in writing to know that information protect the confidentiality of such Confidential Information on terms no less restrictive than those set forth in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Recipient shall promptly notify Discloser of any actual or suspected misuse or unauthorized disclosure of Discloser Confidential Information, and, upon the request, shall promptly return all copies of Discloser Confidential Information from unauthorized usewithin its possession or control. Notwithstanding the foregoing, access, or disclosure Recipient shall have no liability to Discloser with regard to any Discloser Confidential Information which Recipient can demonstrate: (a) was in the same manner public domain at the time it was disclosed or has entered the public domain through no fault of the Recipient; (b) was known to Recipient without restriction, at the time of disclosure, as Contractor protects its own confidential or proprietary information demonstrated by files in existence at the time of a similar nature, and disclosure; (c) was disclosed with no less than the greater prior written approval of reasonable care and industry-standard care. The JBE owns all right, title and interest in Discloser; (d) was independently developed by Recipient without any use of the Confidential Information. Contractor will notify , as demonstrated by files created at the JBE promptly upon learning time of any unauthorized disclosure such independent development; or use of Confidential Information and will cooperate fully with the JBE (e) is required to protect such Confidential Information. Upon the JBE’s request and upon any termination be disclosed by law or expiration of this Agreement, Contractor will promptly (a) return pursuant to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach order or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondcourt, in addition administrative agency or other governmental body; provided that Recipient provides prompt written notice thereof to its other remedies at lawDiscloser to enable it to seek a protective order or otherwise prevent or restrict such disclosure.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Judicial Council and each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the Judicial Council or affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the Judicial Council and JBE to protect such Confidential Information. Upon the Judicial Council’s or a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the Judicial Council or JBE or, if so directed by the Judicial Council or JBE, destroy all such Judicial Council or JBE’s Confidential Information (in every form and medium), and (b) certify to the Judicial Council or JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council and JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement (or any Participating Addendum) without the prior written approval of the Judicial Council (and with respect to any Participating Addendum, the prior written approval of the applicable JBE).

Confidential Information. During The Parties acknowledge that each Party will provide certain information to the other Party that is confidential (the “Confidential Information”), and that such Confidential Information is proprietary to such Party. Accordingly, during the Term and at all times thereafter, Contractor will: the Parties (a) hold agree to maintain the confidentiality of all such Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by terms of this Agreement, and shall not disclose any such Confidential Information or the terms of this Agreement to any third Person (cincluding the media), except to its shareholders, partners, trustees, beneficiaries, directors, officers, employees, agents, legal counsel, accountants, investors, lenders and other professionals and consultants, but only on a “need to know” basis in connection with the Hotels; and (b) refrain shall make every effort to ensure that none of its shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, agents or representatives use, disclose or copy any Confidential Information, disclose any terms of this Agreement or take any other actions that are otherwise prohibited under this Section 7.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Confidential Information shall not apply (i) to information or techniques which are or become generally known in the lodging industry (other than through a Party’s disclosure), provided a Party obtains the prior written consent to such disclosure or use from disclosing the Party providing such Confidential Information, or permitting others (ii) to disclose the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies. The Parties acknowledge that the disclosure or unauthorized use of any Confidential Information will cause irreparable injury to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisParty providing such Confidential Information, for which monetary damages would not provide an adequate remedy. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section This Section 7.1 shall survive the expiration or termination of this Agreement. Contractor will protect ASSIGNMENTS Assignment by Manager . Manager shall have the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects right after thirty (30) days prior written notice to Owner to assign its own confidential or proprietary information of a similar nature, rights and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of obligations under this Agreement, Contractor will promptly (a) return but only with the consent of Owner, which shall not be unreasonably withheld, to any Affiliate which assumes all of Manager’s obligations hereunder in writing and which such Affiliate is qualified to perform each and every Manager obligation hereunder. In the event of such an assignment to an Affiliate, Manager shall continue to remain primarily liable under this Agreement to the JBE orsame extent as though such assignment had not been made. In the event of a sale or assignment of all or substantially all of the assets of Manager or any Affiliate having practical control over the operation of all or substantially all of the Brand Hotels, if so directed by the JBEor a controlling interest therein to a third party (collectively, destroy all Confidential Information (in every form and mediuma “Manager Assignment”), Owner’s consent shall be required, but shall not be unreasonably withheld, and if such consent is not granted, Owner or Manager shall each have the right and option (bexercisable no later than 120 days after Owner’s receipt of written notice of the Manager Assignment) certify to terminate this Agreement with no penalty to Owner. Manager covenants that any sale or assignment of all or substantially all of its assets or any Affiliate having practical control over the JBE operation of all or substantially all of the Brand Hotels shall include the interest of Manager in writing that Contractor has fully complied with this Agreement and the foregoing obligationsmanagement agreements for all or substantially all, as the case may be, of the other Brand Hotels. Contractor acknowledges that there can be no adequate remedy at law for Except as hereinabove provided, Manager shall not have the right to assign any breach of Contractor’s its rights, interests and/or obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefAgreement, without the requirement consent of posting a bondOwner, which consent may be withheld in addition to its other remedies at lawOwner’s sole and absolute discretion.

Confidential Information. During In the Term context of their business relationship, the Parties shall grant each other access to certain information and at all times thereaftermaterials, Contractor will: including, but not limited to, the business, source codes, trade and business secrets, know-how, data and products of the other Party, that are confidential and of substantial value to such Party (a) hold all the "Confidential Information"); such value would be impaired if such Confidential Information in strict trust is disclosed to third parties. The Parties shall maintain and confidence, (b) refrain from using or permitting others to use protect the confidentiality of Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its in which they protect their own confidential or proprietary information Confidential Information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title Parties will take necessary precautions to protect and interest in maintain the confidentiality and non-disclosure of Confidential Information. Contractor will notify the JBE promptly upon learning of Notwithstanding any unauthorized disclosure or use of other provision hereof, Confidential Information shall not include any information that: (i) is or subsequently becomes public domain through no fault of the disclosing Party; (ii) is already known to the disclosing Party at the time of its disclosure; (iii) is rightfully received by the disclosing Party from a third party without restriction on disclosure; (iv) has demonstrably been developed independently by the disclosing Party. The Parties' confidentiality obligation shall survive the end of the Parties' business relationship and continue for an additional 5 years. Warranty ShapeDiver warrants that the Services are performed according to best industry standards and that the Customization and/or Individual Software will cooperate fully fulfill the functions described in the Confirmed Specification. SHAPEDIVER ONLY ISSUES THE WARRANTIES EXPRESSLY REFERRED TO HEREIN. SHAPEDIVER DISCLAIMS ALL OTHER WARRANTIES, CONFIRMATIONS, GUARANTEES AND REPRESENTATIONS IN RESPECT OF THE CUSTOMIZATION AND/OR INDIVIDUAL SOFTWARE TO THE EXTENT PERMITTED BY LAW. ANY RECOMMENDATION ISSUED OR INFORMATION PROVIDED BY THE LICENSOR SHALL CONSTITUTE A WARRANTY TOWARD THE LICENSEE ONLY IF EXPRESSLY AGREED AS SUCH. For the purpose of asserting a warranty, the Customer shall (i) immediately provide to ShapeDiver at xxxxxxx@xxxxxxxxxx.xxx a detailed description of the defect; and (ii) make available to ShapeDiver all documents and information necessary to remedy the defect. If there actually is a defect, ShapeDiver will use reasonable efforts to remedy such defect within a reasonable period of time. The warranty period shall expire 3 months after performance of the Services and/or delivery of the Customization and/or Individual Software. Any assumption of deficiency under Section 924 of the Austrian Civil Code [ABGB] is expressly excluded. Limitation of Liability SHAPEDIVER IS ONLY LIABLE FOR ANY DAMAGE CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. ANY LIABILITY FOR DAMAGE CAUSED BY SLIGHT NEGLIGENCE IS EXPRESSLY EXCLUDED. SHAPEDIVER DISCLAIMS ANY LIABILITY FOR ANY INDIRECT DAMAGE, LOST PROFIT, CONSEQUENTIAL DAMAGE AND NON-MATERIAL DAMAGE OF ANY KIND. THIS LIMITATION OF SHAPEDIVER'S LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CLAIM AGAINST SHAPEDIVER SHALL BE ASSERTED (I) WITHIN 3 MONTHS OF THE CUSTOMER BECOMING AWARE OF DAMAGE, OTHERWISE THE CLAIM SHALL BE FORFEITED; AND (II) ONLY AGAINST SHAPEDIVER, EXCLUDING ANY PERSONAL LIABILITY OF ALL REPRESENTATIVES, EMPLOYEES AND SUB-CONTRACTORS OF SHAPEDIVER. IRRESPECTIVE OF THE LEGAL GROUND OF ANY CLAIM, ANY LIABILITY OF SHAPEDIVER TO THE CUSTOMER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE SUM TOTAL OF PAYMENTS SHAPEDIVER RECEIVED IN AGGREGATE FOR PROVIDING THE RESPECTIVE SERVICE. Data Privacy The Parties agree to observe any applicable data privacy provisions in connection with the JBE provision of Services hereunder and shall ensure compliance with such provisions by their representatives, employees and any third party attributable to protect such Confidential Informationthem. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly ShapeDiver's privacy policy (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumavailable at xxxxx://xxxxxxxxxx.xxx/privacy/), as amended from time to time, is hereby incorporated by this reference and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach made an integral part of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthese Conditions.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others The Practice agrees to use Confidential Information in any manner or be responsible for any purpose not expressly permitted breach of this Section by this Agreementits affiliates, and advisors, or Representatives. If the Practice is requested or required (cby oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) refrain from disclosing or permitting others to disclose or produce any Confidential Information to any third party without obtaining furnished in the JBE’s express prior written consent on course of its dealings with Business Manager or its affiliates, advisors, or Representatives, the Practice will (i) provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a case-by-case basis. Contractor will disclose description, of the Confidential Information only requested or required to its employees be produced so that Business Manager may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this sectionSection and (ii) consult with Business Manager as to the advisability of Business Manager's taking of legally available steps to resist or narrow such request. The provisions Practice further agrees that, if in the absence of a protective order or the receipt of a waiver hereunder, the Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal legally authorized to request and entitled to receive such Confidential Information or to stand liable for contempt or suffer other censure or penalty, the Practice may disclose or produce such Confidential Information to such tribunal without liability hereunder; provided, however, that the Practice shall give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and shall use its best efforts to obtain, to the greatest extent possible, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so required to be disclosed or produced. The Practice acknowledges that the disclosure of Confidential Information to it by Business Manager is done in reliance upon its representations and covenants in this Business Management Agreement. Upon expiration or termination of this section Business Management Agreement by either Party for any reason whatsoever, the Practice shall survive immediately return and shall cause its Representatives, affiliates, and independent contractors to immediately return to Business Manager all Confidential Information, and the Practice will not, and will cause its Representatives, affiliates, and independent contractors not to, thereafter use, appropriate or reproduce such Confidential Information. The Practice further expressly acknowledges and agrees that any such use, appropriation, or reproduction of any such Confidential Information by any of the foregoing after the expiration or termination of this Agreement. Contractor Agreement will protect result in irreparable injury to Business Manager, that the remedy at law for the foregoing would be inadequate, and that in the event of any such use, appropriation, or reproduction of any such Confidential Information from unauthorized use, access, or disclosure in after the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return Business Manager, in addition to the JBE orany other remedies or damages available to it, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate injunctive or other equitable relief, relief without the requirement necessity of posting a bond, in addition cash, or otherwise, and without the necessity of proving actual damages. Such rights to its relief shall not preclude Business Manager from other remedies at lawwhich may be available to it hereunder.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information shall include all patents (not including published patents), patent applications, drawings, engineered plans, specifications, know-how, data, communications, designs, sketches, prototype, layouts, samples, business plans, financial data, electronic and other information related to Products (whether in strict trust and confidencefinished or partially completed form), (b) refrain from using which is disclosed or permitting others submitted, orally, in writing, or by any other media, to MANUFACTURER by INSERT ABBREVIATION OF COMPANY. MANUFACTURER’s Obligations MANUFACTURER agrees not to use the Confidential Information for its own benefit in any manner way, or to manufacture for or sell to any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing entity or permitting others to disclose person any products embodying the Confidential Information or its derivates, except for the purpose set forth above. MANUFACTURER agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any third party without obtaining person other than MANUFACTURER’s employees having a need for disclosure in connection with MANUFACTURER’s authorized use of the JBE’s express prior written consent on a case-by-case basisConfidential Information. Contractor will disclose Confidential Information only MANUFACTURER agrees to its employees or contractors who need take all steps reasonably necessary to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as protect the provisions secrecy of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from falling into the public domain or being known by or into the possession of unauthorized usepersons. MANUFACTURER agrees that MANUFACTURER’s employees who have a need for disclosure in connection with MANUFACTURER’s authorized use of the Confidential Information shall have the same obligation under this Agreement with respect to the Confidential Information. MANUFACTURER agrees that MANUFACTURER shall not directly or indirectly file or attempt to file, accessregister or attempt to register, in any country or territory, any patents, trademarks or any other intellectual property pertaining to the Products and related technologies (whether in finished or partially completed form) or any Confidential Information disclosed by INSERT ABBREVIATION OF COMPANY to MANUFACTURER, or disclosure any derivation or adaptation thereof. If MANUFACTURER breaches this clause, then the application or registration for patent, trademark or other intellectual property will be assigned to and is hereby assigned to INSERT ABBREVIATION OF COMPANY. MANUFACTURER agrees not to exhibit, offer for manufacture and/or offer for sale Products or anything similar to Products anywhere, including but not limited to MANUFACTURER’s showroom, fairs, conferences, shows anywhere in the same manner world including but not limited to the United States or China. Limits on Confidential Information MANUFACTURER shall have no obligation with respect to any Confidential Information which is or becomes publicly available without breach of this Agreement by MANUFACTURER, provided, however, such Confidential Information shall not be disclosed until receiving written notice of approval to disclose from INSERT ABBREVIATION OF COMPANY. Non-transfer of Confidential Information MANUFACTURER agrees that nothing contained herein shall be construed as Contractor protects its own confidential granting or proprietary information implying any transfer of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest rights to MANUFACTURER in the Confidential Information. Contractor will notify , or any patents or other intellectual property protecting or relating to the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. Executive acknowledges that by reason of Executive's duties to and association with Xxxxxx'x and the Investors, Executive has had and will have access to and has and will become informed of Confidential Information. During the Term Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use, any Confidential Information, except for use in Executive's regular authorized duties on behalf of Xxxxxx'x and the Investors. For a period of three (3) years after the end of the Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use any Confidential Information in the Geographic Area. Executive acknowledges and agrees that all documents and other property including or reflecting Confidential Information furnished to Executive by Xxxxxx'x or any of the Investors or otherwise acquired or developed by Xxxxxx'x or any of the Investors or Executive or known by Executive shall at all times be the sole and exclusive property of Xxxxxx'x and the Investors. During the Employment Period and for a period of three (3) years thereafter, Contractor will: (a) hold Executive shall take all necessary and appropriate steps to safeguard Confidential Information in strict trust and confidenceprotect it against disclosure, (b) refrain from using or permitting others misappropriation, misuse, loss and theft. Executive shall deliver to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Xxxxxx'x at the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Employment Period, or at any other time Xxxxxx'x may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product or the business of Xxxxxx'x or any of the Investors which Executive may then possess or have under Executive's control and shall erase all embodiments of the Confidential Information from unauthorized useall storage devices. If Executive is required to disclose Confidential Information pursuant to any applicable law or court order, access, or Executive shall provide Xxxxxx'x with prior written notice of the requirement for disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in that details the Confidential Information. Contractor will notify Information to be disclosed and shall cooperate with Xxxxxx'x to preserve the JBE promptly upon learning confidentiality of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return information to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawextent possible.

Confidential Information. During CobbFendley acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by CobbFendley or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by CobbFendley shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by CobbFendley) publicly known or is contained in a publicly available document; (b) is rightfully in CobbFendley's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of CobbFendley who can be shown to have had no access to the Confidential Information. CobbFendley agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that CobbFendley uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. CobbFendley shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, CobbFendley shall advise County immediately in the event CobbFendley learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and CobbFendley will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or CobbFendley against any such person. CobbFendley agrees that, except as directed by County, CobbFendley will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, CobbFendley will promptly turn over to County all documents, papers, and other matter in CobbFendley’s possession which embody Confidential Information. CobbFendley acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. CobbFendley acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. CobbFendley in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During Advisor and the Term Company acknowledge that the Company's business is highly competitive and at all times thereafterthat the Company may, Contractor will: from time to time, provide Advisor with access to confidential information. Advisor agrees that he will not make any unauthorized disclosure of confidential business information obtained from the Company (a) hold all "Confidential Information"), or make any unauthorized use thereof. However, Advisor shall be permitted to disclose Confidential Information in strict trust and confidenceas is required by law, including deposition or trial testimony pursuant to subpoena, provided that if he is requested or required (bby oral question, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third Information, if reasonably possible under the circumstances as determined in good faith, he will promptly notify the other party without obtaining of such request or requirement so that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees other party may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this sectionAgreement. In the absence of a protective order or the receipt of a waiver hereunder, or in the good faith determination of Advisor that time is of the essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel in good faith believe that Advisor is compelled to disclose the Confidential Information or be exposed to liability for contempt or suffer other censure or penalty, Advisor may disclose only such Confidential Information to the party compelling disclosure as is required by law, as determined by Advisor on advice of counsel. Advisor further agrees that he will cooperate with the Company in its efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. All reasonable legal fees, costs and expenses incurred by Mr. Xxxxx xx obtaining legal representation pursuant to his obligations under this paragraph shall be paid by the Company. The provisions obligations of the parties set forth in this paragraph 5 shall apply during the term of this section Agreement and shall survive for one year following the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Parent shall, and shall cause each of its Affiliates to, treat and hold as confidential any information concerning the Term and at all times thereafterBusiness that is not already generally available to the public (the "Confidential Information"), Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use any of the Confidential Information except in connection with this Agreement and the Ancillary Agreements or disclosing such Confidential Information to any manner or for any purpose not expressly permitted by this AgreementPerson (other than Holdings and its Affiliates), and (cexcept as otherwise provided herein) refrain from disclosing deliver promptly to Holdings, at the request and option of Holdings, all tangible embodiments (and all copies) of the Confidential Information which are in its or permitting others their possession or under its or their control. In the event that Parent or any of its Affiliates is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Parent shall notify Holdings promptly of the request or requirement so that Holdings may seek an appropriate protective order or waive compliance with the provisions of this Section 19.18. If, in the absence of a protective order or the receipt of a waiver hereunder, Parent or one of its Affiliates is, on the advice of counsel, compelled to disclose any Confidential Information to any third party without obtaining tribunal or else stand liable for contempt, Parent or such Affiliate may disclose to the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose tribunal only so much of the Confidential Information only as it is on the advice of counsel compelled to disclose; PROVIDED THAT such disclosing Person shall use its employees best efforts to obtain an order or contractors who need other assurance that confidential treatment shall be accorded to know such portion of the Confidential Information required to be disclosed as Holdings shall designate. Holdings shall, and shall cause each of its Affiliates to, treat and hold as confidential any information concerning Boise Office Solutions that is not already generally available to the public (the "Parent Confidential Information"), refrain from using any of the Parent Confidential Information except in connection with this Agreement and the Ancillary Agreements or disclosing such Parent Confidential Information to any Person (other than Parent and its Affiliates), and (except as otherwise provided herein) deliver promptly to Parent, at the request and option of Parent, all tangible embodiments (and all copies) of the Confidential Information which are in its or their possession or under its or their control. In the event that Holdings or any of its Affiliates is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Holdings shall notify Parent promptly of the request or requirement so that Parent may seek an appropriate protective order to perform Services hereunder and who have executed a confidentiality agreement or waive compliance with Contractor at least as protective as the provisions of this sectionSection 19.18. The provisions If, in the absence of this section shall survive a protective order or the expiration receipt of a waiver hereunder, Holdings or termination one of this Agreement. Contractor will protect its Affiliates is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Holdings or such Affiliate may disclose to the tribunal only so much of the Confidential Information from unauthorized use, access, as it is on the advice of counsel compelled to disclose; PROVIDED THAT such disclosing Person shall use its best efforts to obtain an order or disclosure in the same manner as Contractor protects its own other assurance that confidential or proprietary information treatment shall be accorded to such portion of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE required to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE disclosed as Parent shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdesignate.

Confidential Information. During The Executive acknowledges that in the Term course of performing services for the Company and at all times thereafterits affiliates, Contractor will: Executive may create (a) hold all alone or with others), learn of, have access to, and/or receive Confidential Information, and the Company hereby agrees to provide the Executive with Confidential Information in strict trust the course of the Executive’s performance of services for the Company and confidence, (b) refrain from using or permitting others to use its affiliates. The Executive recognizes that all such Confidential Information in any manner is the sole and exclusive property of the Company and its affiliates or for any purpose not expressly permitted by this Agreementof third parties to which the Company or an affiliate owes a duty of confidentiality, that it is the Company’s policy to safeguard and keep confidential all such Confidential Information, and that disclosure of Confidential Information to an unauthorized third party would cause irreparable damage to the Company and its affiliates. Executive agrees that, during employment with the Company or an affiliate (c) refrain from disclosing including prior to the Effective Date), except as required by the duties of Executive’s employment with the Company or permitting others to disclose any of its affiliates, Executive will not, without the written consent of the Company, willfully disseminate or otherwise disclose, directly or indirectly, any Confidential Information disclosed to Executive or otherwise obtained by Executive during his or her employment with the Company or its affiliates, and will take all necessary precautions to prevent disclosure, to any third party without obtaining unauthorized individual or entity (whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, the JBE’s express prior written consent on a case-by-case basis. Contractor Company or any affiliate), and will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect use the Confidential Information from unauthorized use, access, or disclosure in solely for the same manner benefit of the Company and its affiliates and will not use the Confidential Information for the benefit of any other person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information remains Confidential Information. Contractor will Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the JBE promptly upon learning Company that he or she has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of any unauthorized disclosure reporting or use investigating a suspected violation of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination law; or expiration of this Agreement, Contractor will promptly (aiv) return to the JBE ordisclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations such filing is made under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawseal.

Confidential Information. During Owner will disclose and make available to Recipient certain information that is non-public, confidential and/or proprietary in nature relating to the Term possible sale of certain property to Recipient (“Confidential Information”). By executing this Agreement, Recipient (including, without limitation, its respective officers, directors, employees, counsel, consultants, brokers or agents) acknowledges and at all times thereafter, Contractor will: (a) hold all agrees that it shall maintain the Confidential Information in strict trust confidence from the time of this Agreement and confidence, for a period of three (b3) refrain years from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by the Effective Date of this Agreement, and (c) refrain from disclosing or permitting others shall not, without the prior written consent of Owner, disclose any of the Confidential Information except as permitted herein; provided, however, that there shall be no obligation on the part of Recipient to disclose maintain in confidence any Confidential Information disclosed to any it by Owner: (i) which is generally known to the trade or the public at the time of such disclosure; (ii) which becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by the other; (iii) which is legally received by Recipient from a third party without obtaining restriction; (iv) which is independently developed by Recipient; (v) which is approved for release in writing Owner whose Confidential Information is to be released, prior to any release; or (vi) is demanded by a lawful order from any court or any body empowered to issue such an order. Recipient agrees to notify Owner promptly of the JBE’s express prior written consent on receipt of any such order, and to promptly provide Owner with a case-by-case basiscopy of such order. Contractor will If Recipient is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, Recipient may disclose such Confidential Information only to its employees the extent legally compelled. Owner will be given an opportunity to oppose any such order or contractors who need to know seek a protective order that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect protects the Confidential Information from unauthorized useat issue before Recipient complies with any such court or governmental order provided, accesshowever, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns that all right, title and interest in the Confidential Information. Contractor Parties will notify the JBE promptly upon learning of stipulate to any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE orders necessary to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsaid information from public disclosure.

Confidential Information. During Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Seller by Xxxxx shall be deemed “Confidential Information.” Seller further acknowledges and agrees that any other information which is disclosed by Buyer in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the Term time of its disclosure and at all times thereafteris reduced to writing and clearly marked or labeled as confidential, Contractor will: (a) hold all proprietary or its equivalent within 30 days of disclosure shall be deemed “Confidential Information.” All Confidential Information in strict trust shall be the exclusive property of Buyer, and confidenceBuyer retains all right, (b) refrain from using or permitting others title and interest, including copyright, relating to Confidential Information. Seller agrees not to use any Confidential Information in any manner or for any purpose other than as permitted or required for performance by Seller under the Purchase Order and not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or provide any Confidential Information to any third party without obtaining and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Buyer or completion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Purchase Order, Seller shall return all such Confidential Information only to its employees or contractors who need Buyer and shall certify to know Buyer that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns it has returned all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon The return of Confidential Information shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the JBEgoods and shall include a full drawing package in reproducible form and any revisions or updates, including but not limited to, AutoCAD files, fabrication drawings, approved supplier list, test specifications, tooling specifications and drawings, manufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and drawings and engineering change notice history. "Confidential Client Information" means all information about Xxxxx’s request and upon any termination clients' business affairs that is provided to Seller by Xxxxx or expiration of this Agreement, Contractor will promptly (a) return about which Xxxxxx learns while providing services that is not already known or readily available to the JBE orgeneral public. Seller shall not engage in any unauthorized use or disclosure of Confidential Client Information and shall follow the same obligations and restrictions as for Buyer’s Confidential Information. All of Seller’s specifications, if so directed information, data, drawings, software and other items supplied to Buyer by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Seller shall be entitled disclosed to appropriate equitable reliefBuyer on a nonproprietary basis and may be used and disclosed by Buyer without restriction, without unless Xxxxx has executed a separate agreement restricting the requirement use and disclosure of posting a bondsuch information, in addition to its other remedies at lawdata, software and the like.

Confidential Information. You agree that the Software contains proprietary information, including trade secrets, know-how, flow charts, logic diagrams, user manuals, screens, and other such confidential information, that is the exclusive property of WSI ("Confidential Information"). During the Term period this Agreement is in effect and at all times thereafterafter its termination, Contractor will: you, and, if appropriate, your shareholders, members, directors, officers, employees and agents (a) hold all collectively "Representatives"), shall maintain the confidentiality of this Confidential Information. Additionally, you and, if appropriate, your Representatives shall not sell, license, publish, display, distribute, disclose, or otherwise make available this Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to any third party nor use Confidential Information in any manner or for any purpose not expressly permitted such information except as authorized by this Agreement, and (c) refrain from disclosing or permitting others to . You will not disclose any Confidential Information to any third party person who is not your employee without obtaining the JBE’s express prior written consent on a case-by-case basisof WSI, which may be withheld in WSI’s sole discretion. Contractor Additionally, you will not disclose Confidential Information only to its your employees or contractors who need other than to know that information in order enable such employee to perform Services hereunder and who have executed a confidentiality agreement his/her employment responsibilities consistent with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of your rights under this Agreement. Contractor will protect Notwithstanding the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration other provisions of this Agreement, Contractor information shall not be deemed Confidential Information, and you shall have no obligation with respect to any information that (i) is or becomes publicly known through no act or omission of you; (ii) was or is received by you without restriction on disclosure from a third party who disclosed the information without violating any confidentiality restriction; (iii) is independently developed by you without reference to WSI’s Confidential Information; or (iv) is divulged by you pursuant to statute, regulation, or the order of a court of competent jurisdiction, provided you previously notified WSI to take appropriate protective measures. You will promptly (a) return safeguard and protect WSI’s Confidential Information from theft, piracy, or unauthorized access using the same standard of care that you use to the JBE orprotect your own confidential information, but in no event shall you use less than a reasonable standard of care. You shall inform your employees, if so directed applicable, of their obligations under this Agreement and shall take such steps as may be reasonable under the circumstances, or as may be reasonably requested by the JBEWSI, destroy all to prevent any unauthorized disclosure, copying, distribution, or use of WSI’s Confidential Information (in every form Information. You acknowledge and medium)agree that if you breach this Agreement, WSI may suffer irreparable injuries not compensated by money damages and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no therefore shall not have an adequate remedy at law for any breach of Contractor’s obligations under this sectionlaw. Accordingly, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE WSI shall be entitled to appropriate equitable relief, a temporary restraining order and a preliminary and final injunction without the requirement necessity of posting a bondany bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of WSI’s Confidential Information. This remedy is separate and apart from any other remedy WSI may have at law or in equity and/or otherwise provided under this Agreement. You shall notify WSI immediately upon discovery of any prohibited use or disclosure of WSI’s Confidential Information, in addition or any other breach of these confidentiality obligations by you. You shall cooperate fully with WSI to its other remedies at lawhelp WSI regain possession of WSI’s Confidential Information and prevent the further prohibited use or disclosure of WSI’s Confidential Information.

Confidential Information. During OMNI/TSA agrees that all information provided to it by, or through its relationship with the Term and at all times thereafter, Contractor will: EMPLOYER is confidential (a) hold all “Confidential Information”). OMNI/TSA agree that it will use the Confidential Information for the limited purposes necessary to execute its obligations under the U.S. OMNI/TSA & TSACG Compliance Services is AGREEMENT. OMNI/TSA shall not make or allow to be made copies of or otherwise reproduce the Confidential Information provided to it or any part thereof, except as reasonably required in strict trust and confidenceconnection with the fulfillment of its obligations under this Agreement absent specific prior written consent of the Employer. This Agreement shall in no way be construed to grant any right, (b) refrain from using license, or permitting others authorization to any party to use Confidential Information except as permitted in any manner this Agreement. To the extent the OMNI/TSA retains a third party or for any purpose not expressly affiliate to assist it in performing its duties as otherwise permitted by under this Agreement, it shall similarly protect and (c) refrain from disclosing or permitting others to disclose any restrict the use of Confidential Information to any by such third party without obtaining or affiliate. Upon the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose termination of this Agreement, OMNI/TSA shall return to the Employer or its designee all of the Confidential Information only to its employees or contractors who need to know that information as of a current date, received in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least the course of the OMNI/TSA/TSA performing the Services, in such form as protective as is reasonably requested by the provisions of this sectionEmployer. The provisions obligations of this section the OMNI/TSA hereunder shall survive the expiration or termination of this Agreement. Contractor will protect The Employer acknowledges that the OMNI/TSA may, from time to time, disclose Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orEmployer, if so directed by the JBEEmployer’s representatives, destroy all Confidential Information (in every form and mediumthe Employer’s assignee(s), and (b) certify to and/or the JBE in writing that Contractor has fully complied with Investment Providers for the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach purpose of Contractor’s meeting its obligations under this sectionAgreement and such disclosure shall not be considered a breach of this provision or the Agreement. All data is, that any such breach will likely result in irreparable harmbe, and that upon any breach or threatened breach will remain the property of the confidentiality obligations, Employer and will be deemed Confidential Information of the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawEmployer.

Confidential Information. During Confidential information marked as such, or known to the Term receiving party to be confidential and at all times thereafterproprietary to the disclosing party (hereinafter referred to as “Confidential Information”), Contractor will: (a) hold all Confidential Information in strict trust and confidencewill not be disclosed to a third party, (b) refrain from using or permitting others except as authorized by the disclosing party. The receiving party is authorized to use Confidential Information in furtherance of the objectives of the Subcontract and in the performance and administration of the Prime Contract and any manner or for any purpose not expressly permitted by this Agreementorders issued thereunder, and (c) refrain from is granted any necessary license or permission by the disclosing party to do so. Disclosure of Confidential Information to third parties is authorized solely to the extent that such information is known or permitting others available to the trade or to the public or to the receiving party, without restriction, at the time of disclosure or becomes publicly available through no action of the receiving party. It is agreed that each of the parties hereto will protect and restrict access to Confidential Information with the same diligence as if it were its own. With respect to Confidential Information which will be disclosed or delivered to the Government, if the Information was marked with a restrictive notice by the originating party, the disclosing party will retain the restrictive notice, or will substitute the notice prescribed by the Government for such purposes, provided that the Prime Contract authorizes use of such a notice. If either party is notified that the Government proposes to disclose any such Confidential Information to any a third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useis considering doing so, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor it will notify the JBE promptly upon learning of any unauthorized disclosure or use of other party. If the Prime Contractor receives such notice regarding Confidential Information and of the Subcontractor, the Prime Contractor agrees to cooperate in either authorizing or contesting such disclosure. In the event of an authorized disclosure by a party to a third party other than the Government, any restrictive notice will cooperate fully with the JBE to protect such Confidential Informationbe retained on any information so disclosed. Upon the JBE’s request and upon any termination or expiration of this AgreementSubcontract and completion of all deliverable requirements contained in this Subcontract and in any orders issued thereunder outstanding as of the date of termination or expiration, Contractor will promptly (a) the parties agree to return to the JBE or, if so directed by the JBE, destroy all Confidential Information (and copies thereof in every form and medium), and (b) certify their possession to the JBE in writing that Contractor has fully complied with disclosing party or destroy all such Confidential Information and copies and provide sworn statement attesting to such destruction to the disclosing party. As between the Subcontractor and the Prime Contractor, the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach provisions as to the disclosure and use of Contractor’s obligations under this section, that any Confidential Information shall expire five (5) years from the date such breach will likely result in irreparable harm, and that upon any breach or threatened breach of information is received by the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawreceiving party.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Seller acknowledges that Abtech’s Confidential Information in strict trust constitutes valuable trade secrets and confidenceSeller agrees that the Seller shall use, (b) refrain from using commercialize or permitting others to use disclose Abtech’s Confidential Information in any manner or for any purpose not expressly only as permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any . Seller will not allow Abtech’s Confidential Information to be disclosed, directly or indirectly, to any third party without obtaining the JBEAbtech’s express prior written consent on a case-by-case basisconsent. Contractor will disclose Confidential Information only Xxxxxx agrees to its employees or contractors who need to know that information exercise due care in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the protecting Abtech’s Confidential Information from unauthorized useuse and disclosure. The foregoing restrictions do not apply to Confidential Information that is: (i) made publicly available through no fault of the receiving party, access(ii) obtained by the receiving party from third parties without restrictions on disclosure, (iii) independently developed by the receiving party without reference to the other’s Confidential Information, or disclosure in the same manner as Contractor protects its own confidential or proprietary information (iv) required to be disclosed by order of a similar nature, and with no less than the greater of reasonable care and industry-standard carecourt or other governmental entity. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Seller shall protect Abtech’s Confidential Information and will cooperate fully with during the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration Term of this Agreement, Contractor will promptly (a) return to Purchase Agreement and in perpetuity. In the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach event of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach actual or threatened breach of the confidentiality obligationsprovisions of this Section (including for these purposes, the JBE shall Use of the Internal Reference Copy or other Software beyond its permitted use), in addition to any other remedies available at law or in equity, Abtech will be entitled to appropriate immediate injunctive and other equitable relief, without the requirement necessity of posting bond or showing actual damage or irreparable harm. If Seller reassigns any employee from an Abtech account to any account of a bonddirect competitor of Abtech, Seller shall notify Abtech and make sure that the employee’s access to Abtech Confidential Information (including access to Abtech databases or Abtech’s website) is terminated immediately and that the employee has not retained any such information. Failure to do so may subject Seller to liability resulting from such failure. Seller agrees to use only their own employees for professional services contracted to them by Abtech and not use a subcontractor, including subcontractors for backline support for internal escalation of calls. In the event that a subcontractor must be engaged for service delivery or call escalation then Seller must notify Abtech in addition advance, disclose the contact information of the subcontractor, and receive written agreement by Abtech to its utilize this subcontractor on an Abtech account. It is the Seller’s responsibility to monitor and insure that their own subcontractors adhere to the full terms of this Purchase Agreement. Without limiting other remedies at lawprovisions of this Purchase Agreement, Xxxxxx agrees indemnify Abtech and to assume the liability for the actions of their subcontractors that lead to legal action by another third party including but not limited do Abtech Customers and intellectual property owners. It is stipulated that the following information given to Seller by Abtech or Abtech Customer will always be considered Confidential Information whether identified as such or not: login, access, and security information to Customer systems; Customer-owned or licensed data that Seller may have access to; Customer strategy, policies, or practices that Seller can only know by virtue of access to the Customer; contract pricing; Customer names and contact information; service call, delivery, and remediation information; Abtech strategy, policies, and personnel information; and Customer satisfaction metrics.

Confidential Information. During the Term If there is certain information that COUNTY asserts is “highly confidential” and at all times thereaftershall be restricted in particular ways, Contractor will: (a) hold 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 county furnishes or makes available, in strict trust any form, format, media and confidencedata 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 (b) "Representatives"); and to take or refrain from using or permitting others to use taking any actions which would reveal Confidential Information in any manner or and/or violate this AGREEMENT. CONTRACTOR agrees that the Confidential Information will be kept confidential by it and its Representatives and will be used by CONTRACTOR only for any purpose not expressly permitted the Purpose. CONTRACTOR shall transmit Confidential Information only to those of its Representatives who need to know such information for the Purpose and shall be advised by CONTRACTOR of this Agreement, and (c) refrain from disclosing or permitting others agree with CONTRACTOR to disclose be bound by confidentiality provisions no less strict than those contained in this AGREEMENT. CONTRACTOR agrees that it shall be 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 any third party without obtaining COUNTY. In the JBE’s express prior written consent on event of a case-by-case basis. Contractor will disclose release of Confidential Information only 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 its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the safeguard all Confidential Information from and to stop any breach and to retrieve any unauthorized use, access, disclosures. COUNTY makes any representations or disclosure in warranty as to the same manner as Contractor protects its own confidential accuracy or proprietary information completeness of a similar nature, and with no less than the greater any of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of 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 will cooperate fully with policies, financial information, plans for the JBE 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 protect such review and comment to the Disclosing Party as is practicable under the circumstances. “Confidential Information” 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. Upon The obligations of CONTRACTOR under this AGREEMENT shall remain in effect for a period of five years from the JBE’s request and upon 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 will promptly (a) return to the JBE or, if so directed by the JBE, destroy all AGREEMENT. CONTRACTOR agrees that unauthorized release of Confidential Information (will cause irreparable harm which will be hard or impossible to quantify and therefore agree that injunctive relief shall be available in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach event of Contractor’s obligations an action under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its AGREEMENT. All other remedies at lawremain available.

Confidential Information. During The Trustee acknowledges that, in the Term course of meeting its respective duties and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by obligations under this Agreement, it may obtain Proprietary Information relating to the Servicer or the Issuer. Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. The Trustee shall at all times, both during the term of this Agreement and for a period of three (c3) refrain from disclosing years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties under this Agreement, nor shall the Trustee disclose any such Proprietary Information without the written consent of the Servicer or permitting others the Issuer unless legally required to disclose such information. The Trustee further agrees to immediately return all Proprietary Information (including copies thereof) in its possession, custody, or control upon termination of this Agreement for any reason. The Trustee shall not disclose, advertise or publish the existence or the terms or conditions of this Agreement without prior written consent of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 10.19 shall not prohibit disclosure of information that is required to be disclosed by the Trustee pursuant to federal or state laws or regulation. Notwithstanding any provision of this Agreement to the contrary, this Section 10.19 shall not prohibit disclosure of any Proprietary Information that is required to be disclosed to a judicial, administrative or governmental proceeding to disclose any Confidential Information Proprietary Information, nor shall it prohibit disclosure of information that is required in the event of a Servicer Default. In particular the Trustee agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any third party without obtaining Person other than counsel to the JBE’s express prior written consent on Trustee or an employee or director of the Trustee with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect The parties hereto agree that the Confidential Information from unauthorized use, access, or disclosure Servicer and/or the Issuer shall have the right to enforce these nondisclosure provisions by an action for specific performance filed in any court of competent jurisdiction in the same manner as Contractor protects its own confidential State of Kansas or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawArizona.

Confidential Information. During 9.1 Each party hereby acknowledges that, in connection with the Term performance of this Subscription Agreement, it may receive from the other party certain confidential or proprietary technical and at all times thereafterbusiness information and materials that it knows or reasonably should know is confidential to the disclosing party (“Confidential Information”). Without limiting the generality of the forgoing, Contractor will: Confidential Information shall include, (a) hold all Confidential Information in strict trust and confidencewith respect to Arista, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementthe Subscription Services, Software, and (c) refrain from disclosing accompanying documentation, data produced by the Subscription Services or permitting others to disclose any Confidential Information to any third party without obtaining Customer’s use of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees Subscription Services, test results or contractors who need to know that information in order to perform Services hereunder other outputs of the Subscription Services, and who have executed a confidentiality agreement with Contractor at least as protective as the provisions existence of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects Subscription Agreement and its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)terms, and (b) certify with respect to Customer, the Customer Data. Each party (“Discloser”) may provide Confidential Information to the JBE other party (“Recipient”). During the term of this Subscription Agreement and for a period of three years thereafter, Recipient agrees to hold and maintain in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can confidence all Confidential Information of Discloser and not to use any Confidential Information of Discloser except as permitted by this Subscription Agreement or as may be no adequate remedy at law for any breach of Contractor’s necessary to exercise rights under or perform its obligations under this section, that any such breach Subscription Agreement. Recipient will likely result in irreparable harmuse at least the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own Confidential Information of like importance, and in no event shall such degree of care be less than reasonable care. Recipient shall only provide Confidential Information to its personnel who have a need to know such Confidential Information for the purposes of this Subscription Agreement and who are bound by confidentiality obligations as restrictive as these. Recipient will use and maintain reasonable administrative, physical and technical security measures designed to protect Discloser’s Confidential Information from unauthorized access or disclosure. Confidential Information does not include any information that upon any breach or threatened breach is (i) already known to the receiving party at the time of the confidentiality obligationsdisclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) is independently developed by the receiving party without reference to, or use of, the JBE shall be entitled to appropriate equitable relief, without Confidential Information of the requirement of posting a bond, in addition to its other remedies at lawdisclosing party.

Confidential Information. During You agree that the Term Beta Materials (including without limitation any information concerning the Beta Game (including its nature and at all times thereafterexistence, Contractor will: features, functionality, and screen shots), the Beta Tools, and the Beta Services) and any other information disclosed by BNEA to You in connection with the Beta Program will be considered and referred to in these Beta Program Terms as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) hold all Confidential Information in strict trust is generally and confidencelegitimately available to the public through no fault or breach of Yours, (b) refrain is generally made available to the public by BNEA, (c) is independently developed by You without the use of any Confidential Information, (d) was rightfully obtained from using a third party who had the right to transfer or permitting others disclose it to You without limitation, or (e) any third party software and/or documentation provided to You by BNEA and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under these Beta Program Terms. All Confidential Information remains the sole property of BNEA and You have no implied licenses or other rights in the Confidential Information not specified in these Beta Program Terms. Except as expressly permitted in this Section 7 of these Beta Program Terms, You agree that You will not disclose, publish, or otherwise disseminate any Confidential Information to anyone except as otherwise expressly permitted or agreed to in writing by BNEA. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Beta Materials to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in these Beta Program Terms. You agree not to use Confidential Information in any manner otherwise for Your own or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party party’s benefit without obtaining the JBE’s express prior written consent on a case-by-case basisapproval of an authorized representative of BNEA in each instance. Contractor will disclose Confidential Information only to its employees or contractors who need to know You hereby acknowledge that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to BNEA that may be difficult to ascertain. Accordingly, You agree that BNEA will cooperate fully with have the JBE right to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return seek immediate injunctive relief to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s enforce obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, these Beta Program Terms in addition to its any other rights and remedies at lawit may have.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL or, if so directed by the JBEJUDICIAL COUNCIL, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Xxxxx Floor Covering acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by Xxxxx Floor Covering or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Xxxxx Floor Covering shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Xxxxx Floor Covering) publicly known or is contained in a publicly available document; (b) is rightfully in Xxxxx Floor Covering 's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Xxxxx Floor Covering who can be shown to have had no access to the Confidential Information. Xxxxx Floor Covering agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that Xxxxx Floor Covering uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Xxxxx Floor Covering shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, Xxxxx Floor Covering shall advise County immediately in the event Xxxxx Floor Covering learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and Xxxxx Floor Covering will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or Xxxxx Floor Covering against any such person. Xxxxx Floor Covering agrees that, except as directed by County, Xxxxx Floor Covering will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, Xxxxx Floor Covering will promptly turn over to County all documents, papers, and other matter in Xxxxx Floor Covering ’s possession which embody Confidential Information. Xxxxx Floor Covering acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. Xxxxx Floor Covering acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. Xxxxx Floor Covering in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During Buyer covenants and agrees not to communicate: (i) the Term terms or any aspect of this Agreement and at the transactions contemplated hereby; and (ii) the content of any and all times thereafterinformation in respect of the Property which is supplied to Buyer (collectively, Contractor will“Confidential Information”) to any person or entity, without the express written consent of Seller; provided however, Buyer may without consent, disclose the Confidential Information: (a) hold all Confidential Information in strict trust and confidenceto its respective advisors, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementattorneys, accountants, partners, investors, and lenders (ccollectively, the “Transaction Parties”) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a caseof Seller, DocuSign Envelope ID: 152B017F-1685-by4862-case basis. Contractor will disclose Confidential Information only A15A-F3DBA8A3FF4B so long as any such Transaction Parties to its employees or contractors who need whom disclosure is made also agree to know that keep all such information confidential in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully accordance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), terms hereof; and (b) certify if disclosure is required by law or by regulatory or judicial process, provided that in such event, Buyer shall notify Seller in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such Confidential Information by such tribunal and shall disclose only that portion of the Confidential Information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the JBE extent that any such Confidential Information is a matter of public record or is provided in writing that Contractor has fully complied other sources readily available to the real estate industry other than as a result of disclosure by Buyer or its Transaction Parties. Buyer hereby indemnifies, defends and holds Seller harmless from any and all claims, losses, damages, liabilities, and expenses (including without limitation, reasonable attorneys’ fees and disbursements) arising in connection with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorBuyer’s obligations under this section, that Section 17 and/or the disclosure of any such breach will likely result Confidential Information by Buyer and/or by Buyer’s Transaction Parties in irreparable harm, and that upon violation of this Section 17. Buyer may not contact any breach or threatened breach tenants of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, Improvements without the requirement prior written consent of posting a bond, in addition to its other remedies at lawSeller.

Confidential Information. During the Term The Trustee, in its individual capacity and at all times thereafteras Trustee, Contractor will: (a) hold agrees and acknowledges that all Confidential Information provided to the Trustee by NPS or Amgen is considered to be proprietary and confidential information of NPS or Amgen, as applicable. The Trustee agrees to take all reasonable precautions necessary to keep the Confidential Information confidential, which precautions shall be no less stringent than those which the Trustee employs to protect its own confidential information. The Trustee shall not disclose to any third party other than as set forth below, and shall not use for any purpose other than the exercise of the Trustee’s rights and the performance of its obligations under this Indenture, any Confidential Information of Amgen without the prior written consent of Amgen. The Trustee shall limit access to Confidential Information received hereunder to (i) its directors, officers and employees, and (ii) its legal advisors, to each of whom disclosure of Confidential Information is necessary for the purposes described above; provided, however, that in strict trust and confidence, (b) refrain from using or permitting others each case such party has expressly agreed to use maintain such Confidential Information in any manner or confidence under terms and conditions substantially identical to the terms of this Section 12.14. The Trustee agrees that Amgen has no responsibility whatsoever for any purpose reliance on Confidential Information by the Trustee or by any person to whom the Confidential Information is disclosed in connection with this Indenture, whether related to the purposes described above or otherwise. Without limiting the generality of the foregoing, the Trustee agrees that Amgen makes no representation or warranty whatsoever to it with respect to Confidential Information or its suitability for such purposes. The Trustee further agrees that it shall not expressly permitted by this Agreementacquire any rights against Amgen or any employee, officer, director, representative or agent of Amgen (together with Amgen, “Amgen Parties”) as a result of the disclosure of Confidential Information to the Trustee or to any Noteholder or Beneficial Holder and (c) refrain from disclosing that no Amgen Party has any duty, responsibility, liability or permitting others obligation to any Person as a result of any such disclosure. In the event the Trustee is required to disclose any Confidential Information received hereunder in order to comply with any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will laws, regulations or court orders, it may disclose such Confidential Information only to its employees or contractors who need the extent necessary for such compliance, provided, however, that it shall give Amgen reasonable advance written notice of any such court proceeding in which such disclosure may be required pursuant to know a court order so as to afford Amgen a full and fair opportunity to oppose the issuance of such order and to appeal therefrom and shall cooperate reasonably with Amgen in opposing such order and in securing confidential treatment of any Confidential Information to be disclosed and/or obtaining a protective order narrowing the scope of such disclosure. The Trustee agrees that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as Amgen is an express third-party beneficiary of the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSection 12.14.

Confidential Information. During The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the Term proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted employees and contractors having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at all times thereafter, Contractor willleast as restrictive as those hereof. Confidential Information shall not include information that: (ai) hold all was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information in strict trust and confidence, Information; (biii) refrain from using is or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted becomes publicly available without a breach by Recipient of this Agreement, and ; or (civ) refrain from disclosing or permitting others is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to any third party without obtaining the JBEextent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s express prior written consent on expense, in seeking a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own similar confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment for the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure If no protective order or use other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will cooperate fully with exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the JBE Confidential Information which is required to be disclosed. Each party acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect such Confidential Information. Upon the JBE’s request and upon Owner from any termination actual or expiration threatened breach of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed Section 11 by the JBE, destroy all Confidential Information (in every form Recipient and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in would cause irreparable harmand continuing injury to Owner. Therefore, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Owner shall be entitled to appropriate seek equitable relief, relief with respect to the enforcement of this Section 11 without the any requirement of posting to post a bond, in addition to its all other remedies available to Owner at lawlaw or in equity.

Confidential Information. 10.1 During the Term and at all times for a period of five (5) years thereafter, Contractor will: neither Party (a“Recipient”) hold all shall in any way disclose to any third party, use or permit access to any Confidential Information in strict trust (as hereafter defined) of the other Party (“Discloser”) save as specifically permitted hereunder. Recipient may use and confidence, (b) refrain from using or permitting others to use access Confidential Information of Discloser solely in any manner or for any purpose not expressly permitted by the performance of its obligations under this Agreement, and (c) refrain from disclosing only to the extent necessary for such performance. Recipient shall not disclose or permitting others permit access to disclose any Confidential Information of Discloser, except to any third party without obtaining the JBEthose of Recipient’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need representatives to know that information whom such disclosure or permission of access is required in order for Recipient to perform Services hereunder its obligations under this Agreement, provided such employees and who have executed a confidentiality agreement representatives are obligated by agreement, instruction or otherwise to comply with Contractor at least as protective as the provisions of this sectionSection 10. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the and safeguard Confidential Information from unauthorized use, access, or disclosure in of Discloser with at least the same manner as Contractor degree of care with which Recipient protects its own confidential and sensitive information, but in no event with less than a reasonable degree of care. Recipient shall immediately report to Discloser any breach of; compromise to the security or confidentiality of; or unauthorised disclosure, permission of access, or use of any Confidential Information (each a “Security Incident”) of Discloser which Recipient learns or which Recipient reasonably suspects and shall promptly provide all cooperation, information, and support requested by Discloser related to such Security Incident. As used herein, the term “Confidential Information” refers to non-public information relating to Discloser’s business, products, and services, including but not limited to the nature and type of Services sold and rendered by Discloser, the terms and conditions of this Agreement and any attachments hereto, technical information, customer data (including, without limitation, customer usage, price lists, Service Fee structure/tiers, schedules, discount rates, non-public marketing materials, business plans, or any other information provided by Discloser. Confidential Information is the exclusive property of Discloser and may be used by Recipient solely in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary above, other than Confidential Information that is information of or relating to a Customer (which shall in all events constitute “Confidential Information” and be subject to the protections of the same set forth in this Section 10 regardless of whether they fall within any of the following exceptions), Confidential Information does not include information that: (i) is now, or hereafter becomes, publicly known or available through lawful means; (ii) was rightfully in Recipient’s possession without any obligation of confidentiality to or for the benefit of Discloser prior to disclosure under this Agreement, as evidenced by Recipient’s records; (iii) is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information without any obligation of a similar nature, and with no less than confidentiality to or for the greater benefit of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify Discloser; (iv) is independently developed by Recipient without the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon or any termination or expiration breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Discloser. Upon termination of this Agreement or upon Discloser’s request, Contractor will Recipient shall promptly (a) return to the JBE Discloser or, if so directed elected by the JBEDiscloser, destroy all Confidential Information (including all copies thereof in every form any medium) using industry standard data destruction methods and medium), and (b) shall promptly certify to the JBE in writing to Discloser that Contractor it has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdone so.

Confidential Information. During The parties hereto acknowledge and agree that all of the Term maps, geological data and at all times thereafter, Contractor will: other information developed by or provided to KRI relating to the Monterde Project shall be treated as confidential (aherein called the "Confidential Information") hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any that the disclosure of such Confidential Information to third parties by anyone other than KRI would cause serious and irreparable harm to KRI and the Developers. During the term of this Agreement and for a period of three years thereafter the Developers covenant and agree with KRI that they shall retain in confidence and shall require their directors, officers, employees, consultants, representatives and agents to retain in confidence, any third party without obtaining the JBE’s express prior written consent on a case-by-case basisand all Confidential Information. Contractor The Developers will disclose the Confidential Information only to those of its employees employees, consultants, advisors and other agents or contractors who representatives whose duties justify the need to know that information in order to perform Services hereunder such Confidential Information and who have executed a confidentiality agreement agree to treat such Confidential Information as confidential in accordance with Contractor at least as protective as this Agreement. The Developers will be responsible for the provisions actions of its directors, officers, employees, consultants, or representatives agents which result in breaches of this sectionAgreement. All Confidential Information furnished to the Developers is and will remain the confidential property of KRI and will be returned to KRI upon request, along with all copies of, summaries of and excerpts from such Confidential Information. However, in the case that KRI abandons any property pursuant to Section 3.01, all Confidential Information related to said abandoned property shall become the property of the Developers. The provisions Developers need not keep confidential hereunder, any Confidential Information that it can demonstrate was rightfully in its possession prior to the disclosure by KRI, (ii) any Confidential Information that is or hereafter becomes properly and legally generally available to the public; or; (iii) any Confidential Information provided to such party by a third party under no obligation of confidentiality to KRI. KRI acknowledges and agrees that all property information that it received prior to the execution of this section Agreement is Confidential Information of the Developers and shall survive be used by KRI only pursuant to this Agreement. In the expiration or case of termination of this Agreement. Contractor will protect the , said Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Developers shall be entitled returned to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthem by KRI.

Confidential Information. During Each of the Term parties may have access or be exposed to (through the API Materials or other means) materials, data, or information whether in written, oral, electronic, website-based, or other forms, that a reasonable person would know is not generally known to the public (collectively, “Confidential Information”). The recipient will keep all Confidential Information confidential until 3 years after the termination of Your access to the API Materials, using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in these API Terms, Your confidentiality obligations with respect to technical information about current products and services and all information about unreleased Dell Offerings shall never expire, subject to local law. The recipient may share Confidential Information only with its employees who have a need to know in furtherance of the business relationship between You and Dell and who are subject to legally binding obligations of confidentiality at all times thereafterleast as restrictive as those imposed in these API Terms. The recipient is fully liable for any breach of this paragraph by its personnel, Contractor willincluding contractors. These confidentiality obligations do not apply to any Confidential Information that: (a) hold all Confidential Information the recipient can demonstrate was already in strict trust and confidence, its possession before its disclosure hereunder; (b) refrain from using is or permitting others to use Confidential Information in any manner becomes publicly available through no fault of the recipient or for any purpose not expressly permitted by this Agreement, and its personnel; or (c) refrain is rightfully received from disclosing a third party who has no duty of confidentiality. If the recipient is required by a government body or permitting others court of law to disclose any Confidential Information Information, to any third party without obtaining the JBE’s express prior written consent on extent permitted by law, the recipient agrees to give the discloser reasonable advance notice so that the discloser may contest the disclosure or seek a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionorder. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or recipient acknowledges that damages for improper disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can may be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE discloser shall be entitled to appropriate seek equitable relief, without the requirement of posting a bondincluding injunction and preliminary injunction, in addition to its all other remedies available at lawlaw or in equity. Notwithstanding any separate confidentiality agreement between Dell and You, You authorize and agree that the information regarding Your business with Dell and information You provide to Dell in connection with Your use of the API Materials may be accessed and used by Dell and their employees, partners and contractors for sales and marketing purposes and for any purpose related to the API Materials or the relationship between You and Dell.

Confidential Information. During A Franchisor possesses certain proprietary confidential information consisting of methods, techniques, formats, specifications, procedures, information, systems, methods of business management, sales and promotion techniques, and knowledge of and experience in operating a Franchised Business (the Term and at all times thereafter, Contractor will: (a) hold all "Confidential Information"). Franchisor shall disclose the Confidential Information in strict trust the training program, the Manual, and confidence, (b) refrain from using or permitting others in guidance furnished to use Confidential Information in any manner or for any purpose not expressly permitted by Franchisee during this Agreement, and (c) refrain from disclosing or permitting others to disclose 's term. Franchisee shall not acquire any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify , other than the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with right to utilize it in performing its duties during the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration term of this Agreement, Contractor will promptly and Franchisee acknowledges that the use or duplication of the Confidential Information in any other business venture would constitute an unfair method of competition. Franchisee acknowledges and agrees that the Confidential Information is proprietary, includes Franchisor's trade secrets, and is disclosed to Franchisee solely on the condition that Franchisee (and its shareholders, partners, members and managers, if Franchisee is a corporation, partnership or limited liability company) does hereby agree that it: (a) return to shall not use the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and any other business or capacity; (b) certify shall maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (c) shall not make unauthorized copies of any portion of the Confidential Information disclosed in written or other tangible form; and (d) shall adopt and implement all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use or disclosure of the JBE in writing Confidential Information. All ideas, concepts, techniques or materials concerning the Franchised Business, whether or not protectable intellectual property and whether created by or for Franchisee or its owners or employees, must be promptly disclosed to Franchisor and will be deemed Franchisor's sole and exclusive property, part of the System and works made-for-hire for Franchisor. To the extent any item does not qualify as a "work made-for-hire" for Franchisor, Franchisee shall assign ownership of that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmitem, and all related rights to that upon any breach item, to Franchisor and must sign whatever assignment or threatened breach other documents Franchisor requests to show ownership or to help Franchisor obtain intellectual property rights in the item. B Franchisor reserves the right to require Franchisee to have each of the confidentiality obligationsits shareholders, the JBE shall be entitled to appropriate equitable reliefofficers, without the requirement of posting directors, partners, employees, members, and managers, and, if Franchisee is an individual, Franchisee's spouse, execute a bond, non-disclosure and non-competition agreement in addition to its other remedies at lawa form approved by Franchisor.

Confidential Information. During Agent acknowledges that FEG may provide Agent with proprietary or non-public information and reports relating to Agent’s sales activity, other Agents, including downline reports, FEG products, FEG events and seminars, or FEG customers (“Confidential Information”). Confidential Information shall include, but not be limited to, reports and compilations generated by FEG that are made available to Agent, contact and earnings information of other Agents, sales information, forecasts, projections or other materials furnished or prepared by FEG for Agent’s use. Agent acknowledges that FEG is the Term sole owner of any and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others provided to use Confidential Information in any manner or for any purpose not expressly permitted by Agent pursuant to this Agreement. In this regard, and Agent shall: (ci) refrain from disclosing not directly or permitting others to disclose indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose or person or entity not expressly authorized or permitted by FEG to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information only to its employees any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as indirectly make any use whatsoever of the provisions Confidential Information, except for purposes of this section. The provisions of this section shall survive the expiration or termination of performing services under this Agreement. Contractor will The parties each acknowledge that the restrictions in this paragraph are reasonable efforts of FEG to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in maintain the Confidential Information. Contractor will notify The obligation of Agent regarding confidentiality shall survive for so long as FEG may, in its sole discretion, consider the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Informationbe confidential. Upon the JBE’s request and upon any termination Agent shall not directly or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all indirectly utilize Confidential Information (in every form and medium)connection with any other business or commercial venture or the marketing or promotion of another company’s products or services. Similarly, and (b) certify Agent shall not directly or indirectly utilize Confidential Information to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach solicit other Agents or threatened breach of the confidentiality obligations, the JBE shall be entitled customers to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawjoin another direct sales company or purchase products or services from another company.

Confidential Information. During All of the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information items described in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this AgreementParagraph 12, and any information related to Buyer’s business with Seller, and all other non-public or proprietary information concerning the business affairs and operations of Buyer and its customers, including without limitation lists of customers, trade secrets, know-how and information concerning the design or methods of manufacturing goods or any other information which Buyer may from time to time specify as being confidential, shall be treated by Seller as confidential. Seller agrees that, for itself and its affiliates, during a period of ten (c10) refrain from disclosing or permitting others to years, it shall not (i) disclose any Confidential Information such confidential information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisof Buyer, except for disclosures expressly permitted below, and (ii) not use such confidential information for any purpose except those licensed or otherwise authorized or permitted by these Terms and Conditions Agreement. Contractor will disclose Confidential Information All such confidential information provided by Buyer to Seller shall be used by Seller only to the extent necessary to enable Seller to provide the goods or services set out in any Order and will not be disclosed to any party or used by Seller for any purpose other than fulfilling the Order. Seller shall restrict access to such confidential information to those of its employees or contractors who need to know that have knowledge thereof in connection with the performance of any Order. Seller shall inform its employees having access to such information of the confidential nature thereof, and shall ensure such recipients are bound by confidentiality obligations not less onerous than those set out in these Terms and Conditions. Seller shall be responsible for any unauthorized disclosure by any of its employees. Confidential information may be disclosed by Seller to the extent (and only to the extent) such disclosure is reasonably necessary in order to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as applicable law. Notwithstanding the provisions of this section. The provisions of this section foregoing, Seller shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner degree of care to preserve the confidential nature of such information as Contractor protects its own it uses to preserve the confidential or proprietary information nature of a similar natureSeller's most sensitive information, and with no but in all events not less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all rightTo the extent that goods covered by an Order are produced in accordance with drawings or specifications that are proprietary to Buyer or to Buyer’s customer, title and interest in Seller shall not manufacture a greater quantity thereof than are required to be delivered under the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawOrder.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECouncil’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Council to protect such Confidential Information. Upon the JBECouncil’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Council or, if so directed by the JBECouncil, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term “Confidential Information” means any information disclosed by Apizee to you pursuant to this Agreement that is marked “Confidential,” “Proprietary,” or in some similar manner and at all times thereafter, Contractor will: (a) hold any information which you knew or reasonably should have known to be confidential. You shall treat as confidential all Confidential Information in strict trust of Apizee and confidence, (b) refrain from using or permitting others to shall not use such Confidential Information in any manner except to exercise your rights or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of your obligations under this Agreement. Contractor You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its you protect your own confidential or proprietary information of a similar nature, and nature but with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of You shall not disclose such Confidential Information and will cooperate fully with to any third party during or after the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration term of this Agreement, Contractor . This paragraph will promptly not apply to any Confidential Information that: (a) return was rightfully in your possession prior to the JBE or, if so directed by the JBE, destroy all receipt of such Confidential Information (in every form and medium), and from Apizee; (b) certify is or becomes a matter of public knowledge through no fault of you; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed by you without breach of any confidentiality obligations; (e) is disclosed by you with Apizee’s prior written approval; or (f) you are required to the JBE disclose by applicable law or court order, provided that you notify Apizee of such required disclosure promptly in writing and cooperate with Apizee in any lawful action to contest or limit the scope of such required disclosure. You acknowledge that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection 8 will cause irreparable damage to Apizee for which monetary damages will be an inadequate remedy. Accordingly, that Apizee will be entitled to seek and obtain injunctive and any such breach will likely result in irreparable harm, and that upon other relief (legal or equitable) to restrain any breach or threatened anticipated breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthis Section 8.

Confidential Information. During As part of your use of the Term Site we may share with you, from time to time, certain technical information, data, patent information, know-how, trade secrets, financial and strategic information, marketing and promotional information or data, and other private material relating to our products, projects or processes; any such information, will be considered "Confidential Information." Notwithstanding the foregoing Confidential Information shall not include information that (i) was in the public domain at all times thereafterthe time we disclosed it to you, Contractor will: (aii) later became part of the public domain through no act or omission on your part, or on the part of your agents or employees, (iii) was lawfully disclosed to you by a third party having the right to disclose it, or (iv) was already known by the you, at the time of disclosure, as can be demonstrated by credible, written documentation in existence prior to your receipt of that information from us. You agree to hold all Confidential Information in strict trust and the strictest of confidence, (b) refrain from using or permitting others and to only use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that such information in order to perform Services hereunder further the purposes of this Agreement. Your obligation of confidence shall be fulfilled by using the same degree of care with our Confidential Information as you use to protect your own confidential information, provided that you always use at least reasonable care to protect your own confidential information. This obligation shall exist while this Agreement is in force and shall continue indefinitely thereafter. You further agree to only disclose Confidential Information to those of your officers, directors, employees, and advisors who have executed a confidentiality agreement legitimate need to know such information and only if such person(s) have a legal obligation to keep the information confidential (in a manner consistent with Contractor at least as protective as the terms hereof). Following the expiration of the Term, you will, upon receipt of written request from us, return or destroy, all Confidential Information we have delivered to you in connection with this Agreement. You agree that irreparable damage would occur in the event that any of the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmSection 3.5 were breached, and that upon any breach or threatened breach of the confidentiality obligations, the JBE we shall be entitled to appropriate equitable reliefan injunction or injunctions to prevent breaches of this Section 3.5 to enforce specifically the terms and provisions hereof, without the requirement of posting a bond, this being in addition to its any other remedies remedy to which we are entitled at lawlaw or in equity.

Confidential Information. During “Confidential Information of JM” includes the Term Zing Offerings and any other information which (a) gives JM some competitive business advantage, gives JM the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to the interests of JM, or (b) which is either (1) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (2) known to be considered confidential and proprietary, or (3) is received under circumstances reasonably interpreted as imposing an obligation of confidentiality. You shall treat all Confidential Information of JM as strictly confidential and use the same degree of care to prevent disclosure of Confidential Information of JM as You would use with respect to Your own most confidential and proprietary information, which, under no circumstances, shall be less than the standard of care imposed by state and federal laws and regulations relating to the protection of the information and, in the absence of any legally imposed standard of care, the standard is that of a reasonable person under the circumstances. All Confidential Information of JM is and shall remain the property of JM, and except as expressly provided in this Agreement, no license or other right in any Confidential Information of JM is granted to You. Except as expressly provided in this Agreement, You may not use or disclose any Confidential Information of JM without JM’s prior written consent, except disclosure to and subsequent uses by Your employees and agents on a need-to-know basis in order to fulfill Your obligations under this Agreement, provided that those employees or agents have executed written agreements restricting use or disclosure of the Confidential Information of JM that are at least as protective of JM’s rights to the Confidential Information of JM as those contained in this Agreement. On termination of this Agreement or on JM’s written request at any time, You shall destroy or return to JM all times thereafterConfidential Information of JM in Your custody or control. This provision shall survive any termination of this Agreement for so long as You have in Your possession any Confidential Information of JM. You shall employ and maintain best industry practices and standards and internal security operating protocols (including, Contractor willwithout limitation, administrative, organizational, physical, and technical security safeguards) to protect Confidential Information of JM. If You have access to Customer Data, You: (a) hold all Confidential Information shall only use or store such information for the purpose of providing Your services to the Customer to whom it relates, and shall not share, sell, disclose, or otherwise provide such information to any third party, except as provided for in strict trust and confidence, this Agreement; (b) refrain from using or permitting others shall only store such information for as long as reasonably necessary to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and deliver Your services to the Customer to whom the information relates; (c) refrain from disclosing or permitting others shall use industry standard measures to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from against unauthorized useaccess to, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information such information; (d) shall comply with all applicable laws and will cooperate fully with regulations relating to the JBE to protect protection and privacy of personally identifiable information in the provision of Your Services; and (e) shall notify JM in writing of any actual or suspected Data Breach within twenty-four (24) hours of becoming aware of such Confidential Informationoccurrence. Upon learning of the JBE’s request and upon any termination or expiration of this AgreementData Breach, Contractor will promptly at Your own cost, You shall: (a) return promptly remedy and remediate the Data Breach to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and prevent any further loss of information; (b) certify investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to JM, the JBE JM Related Entities, and any third parties; (d) regularly communicate the progress of Your investigation to JM and cooperate to provide JM with any additional requested information in writing that Contractor has fully complied a timely manner; (e) coordinate with JM on the timing and delivery of any notices of the Data Breach to affected individuals, with such notice to be a form reasonably acceptable to JM; and (f) indemnify, defend, and hold harmless JM and the JM Related Entities from and against all damages, costs, and expenses (including, without limit, reasonable attorneys’ fees and costs) incurred by JM and the JM Relates Entities arising out of or in connection with the foregoing obligationsData Breach. Contractor acknowledges that there can be no adequate remedy at law for In addition, You shall also notify JM immediately if You become aware of any breach of Contractor’s obligations under this section, that security vulnerability concerning the Zing Platform including the Zing API or Your Market. You shall maintain confidentiality with JM concerning any such breach will likely result incident or vulnerability. You shall xxxxxxx XX reasonable documentation and cooperate with JM in irreparable harm, investigating and that upon mitigating security incidents and vulnerabilities. You shall follow any breach additional reporting requirements or threatened breach of procedures concerning incident and vulnerability reporting provided by the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawZing Platform web site.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) University and all University Personnel shall: hold all in strictest confidence and only use Confidential Information either for the purposes of carrying out the SOW or for other purposes as Sponsor may specifically authorize in strict trust writing (the “Permitted Purposes”), take all necessary precautions and confidencemeasures to maintain the confidentiality of the Confidential Information, and return Confidential Information to Sponsor upon request. (b) refrain from using Neither University nor any University Personnel shall: reproduce or permitting others to use copy Confidential Information in any manner or without Sponsor’s prior written approval, except as necessary for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to the Permitted Purpose; disclose any Confidential Information to any third party without obtaining the JBEperson or entity except Sponsor’s express prior written consent on authorized recipients or to University Personnel who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that the information for purposes of this Agreement and have a legal obligation in order writing to perform Services hereunder maintain the confidentiality of the Confidential Information[19]; or remove, obscure, or alter any notice of patent, copyright, trademark, trade secret, or other intellectual property from any document, software, or other item containing any Confidential Information [20]. Sponsor may require any University Personnel assisting with the development of any Deliverables or otherwise participating in the Project to execute and who have executed submit a confidentiality agreement (“NDA”) to Sponsor. If Sponsor requires the execution of an NDA, Sponsor shall provide University such an agreement substantially in the form as set forth in Appendix E. University agrees that no University Personnel shall have access to any Confidential Information hereunder prior to execution of such NDA [21]. University shall consult with Contractor at least Sponsor prior to disclosing any information that University does not know for certain whether that information constitutes Confidential Information or not. University shall immediately notify Sponsor if University or any University Personnel receives a discovery request, subpoena, or judicial or other governmental order directing University or University Personnel, as protective as applicable, to disclose any of the provisions Confidential Information. University is not required to maintain the confidentiality of this sectionany Confidential Information that University knew before working with Sponsor to the extent that such knowledge can be verified by documentary or other evidence, or University learned on a non-confidential basis from a third party who was legally entitled to disclose that information to University [22]. The provisions of this section shall This Section 3.2 will survive the expiration or termination of this Agreement. Contractor 3.3 Upon the conclusion of the Project, the University and Project Personnel shall retain no records of the Project except the Deliverables, which shall be securely stored as evidence of University’s performance under this Agreement [23]. [18] Periodic Deliverables can be used to guard against disconnect in desired Project outcomes and to condition payment of project funds. See note 24 for further discussion. [19] This requirement should mitigate risks that CI is disclosed to individuals who should not have access to it and/or do not have to maintain it in confidence. Section 2.2 acts as a belt and suspenders to provide the Sponsor with additional control and is probably only needed when the research involves particularly sensitive information. [20] This, along with the entirety of Section 3, is likely to contradict university policies on publication of research. If University insists on a right to publish on developments relating to the Project, Sponsor will protect usually have a limited period (e.g., 30 days) to review any publication and request removal of any confidential information or information that may form the Confidential Information from unauthorized usebasis for a patent application. On the other hand, this Section 3 may be tenable if Sponsor is simply renting time on University equipment or paying for other work for which non-publication does not interfere with the University’s mission. [21] Principal Investigator may be asked to sign a different agreement than students or other University personnel. The need to ensure that each member of the team working on the Project signs a separate NDA with the Sponsor directly is unusual and may only be appropriate when very sensitive information is involved. [22] The provision does not contemplate an exception for independent development, though the University might be expected to seek this type of protection. [23] The University may want to allow for counsel to retain copies to judge compliance and IP ownership after the conclusion of the project. The Sponsor may also want additional specificity on where the documents are stored and who retains right to access, especially if the University (or disclosure other party) has interactions with third parties in the same manner as Contractor protects its own confidential or proprietary information field of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSponsor interest.

Confidential Information. During Each of the parties hereto acknowledges that during the Term and at all times thereafter, Contractor will: of the Indenture such party (athe “Recipient”) hold all may receive Confidential Information from another party hereto (the “Discloser”). Recipient agrees to maintain the Confidential Information in strict trust the strictest of confidence and confidencewill not, (b) refrain from using at any time, except as otherwise provided in the Transaction Documents, use, disseminate or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information of the Discloser to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to person or entity other than those of its employees or contractors representatives who have a “need to know that information in order to perform Services hereunder and know,” who have executed a confidentiality agreement with Contractor at least as protective as the provisions been apprised of this sectionrestriction. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law liable for any breach of Contractorthis Section 16.9 by any of its employees or representatives and shall immediately notify Discloser in the event of any loss or disclosure of any Confidential Information of Discloser. Upon termination of this Base Indenture, Recipient will return to Discloser, or at Discloser’s obligations request, destroy, all documents and records in its possession containing the Confidential Information of Discloser. Confidential Information shall not include information that: (i) is already known to Recipient without restriction on use or disclosure prior to receipt of such information from Discloser; (ii) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, Recipient; (iii) is developed by Recipient independently of and without reference to any Confidential Information; (iv) is received by Recipient from a third party who is not under this sectionany obligation to Discloser to maintain the confidentiality of such information; or (v) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided that the Recipient shall promptly inform the Discloser of any such breach will likely result in irreparable harm, requirement and that upon cooperate with any breach attempt by the Discloser to obtain a protective order or threatened breach of the confidentiality obligations, the JBE other similar treatment. It shall be entitled the obligation of Recipient to appropriate equitable relief, without prove that such an exception to the requirement definition of posting a bond, in addition to its other remedies at lawConfidential Information exists.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECOURT’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE COURT owns all right, title and interest in the Confidential Information. Contractor will notify the JBE COURT promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE COURT to protect such Confidential Information. Upon the JBECOURT’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE COURT or, if so directed by the JBECOURT, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE COURT in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE COURT shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Any non-public information, drawings, diagrams or other items relating to the Term Biological Materials which are disclosed by Fred Hutch to Company and that are either identified as confidential or that, under the circumstances, should reasonably be expected to be confidential (collectively, the “Confidential Information”), will remain the property of Fred Hutch, will be retained in confidence by Company using not less than a reasonable degree of care, and will not be disclosed by Company to anyone other than Company personnel who are providing services and are bound by written confidentiality and non-use restrictions at least as strict as those set forth herein. All materials containing Confidential Information will remain the property of Fred Hutch and will, along with all times thereaftercopies summaries and other tangible manifestations thereof, Contractor willbe immediately returned (or destroyed if requested by Fred Hutch) to Fred Hutch upon its reasonable request. Company will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors and subcontractors. Company will advise Fred Hutch immediately in the event that it learns or has reason to believe that any person has disclosed or used or intends to disclose or use Fred Hutch’s Confidential Information and the remedial or preventative actions being taken. Company acknowledge and agree that a breach of this Article 5 may cause irreparable harm to Fred Hutch for which the award of money damages may be inadequate and that in the event of any breach of this provision, Fred Hutch will be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available at law. Notwithstanding any of the foregoing, Confidential Information does not include materials or information that Company can, prior to its proposed use or disclosure, substantiate by written documentation: (a) hold all Confidential Information in strict trust and confidence, were explicitly approved for release by Fred Hutch; (b) refrain were already known by Company prior to receiving the information or material from using Fred Hutch or permitting others were disclosed to use Confidential Information in Company by a Third Party having the right to disclose without any manner or for any purpose not expressly permitted by this Agreement, and obligation of confidentiality; (c) refrain from disclosing were or permitting others to disclose any Confidential Information to any third party without obtaining have become part of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to public domain through no fault or breach of obligation by Company, its employees or contractors who need agents; or (d) are required to know be disclosed by law or court or administrative order, provided that information Company will, if reasonably possible, notify Fred Hutch of the intended disclosure in advance, reasonably cooperate with the Fred Hutch’s effort to seek a protective order contesting or limiting the disclosure and limit its disclosure to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as that which is required for the provisions of this sectionforegoing purpose. The provisions of this section shall confidentiality obligations herein will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Agreement and continue in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and effect with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of respect to any unauthorized disclosure or use item of Confidential Information and will cooperate fully with for so long as it falls within the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)definition, and (b) certify to outside the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionexclusions, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawset forth herein.

Confidential Information. During Customer, on its own behalf and on behalf of its employees, officers, directors, agents, and affiliates, during the Term term of this Agreement and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust covenants and confidenceagrees that it will not use, (b) refrain from using disclose, divulge, disseminate or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information otherwise make available to any third party any Confidential Information or otherwise make use of any Confidential Information, without obtaining the JBE’s express prior written consent on a case-by-case basisof Licensor except as expressly allowed herein. Contractor will disclose Customer shall use the highest commercially reasonable degree of care to protect the Confidential Information only to Information, including ensuring that its employees or contractors who need consultants with access to know such Confidential Information have agreed in writing not to disclose or use the Confidential Information. Customer shall bear the responsibility for any breaches of confidentiality by its employees and consultants. Within fifteen (15) days after request by Licensor, Customer shall return to Licensor all originals and copies of any Confidential Information and all information, records and materials developed therefrom by Customer, or, upon request by Licensor, in its sole discretion, destroy the same and certify in writing that same have been destroyed together with the manner, date, and time of such destruction. Nothing herein shall prevent Customer from disclosing all or part of the Confidential Information as necessary pursuant to the lawful requirement of a court or governmental agency or when disclosure is required by operation of law; provided that prior to any such disclosure, Customer shall use reasonable efforts to (i) promptly notify Licensor in writing of such requirement to disclose, and (ii) cooperate fully with Licensor in protecting against any such disclosure or obtaining a protective order. For purposes hereof, "Confidential Information" shall mean all confidential, proprietary or secret information of Licensor, including without limitation, information provided to Customer that is marked or made known to be "Confidential" (or words of like effect), the Software, and the Documentation. Customer recognizes and acknowledges that the use or disclosure of Confidential Information in order to perform Services hereunder and who have executed a confidentiality agreement manner inconsistent with Contractor at least as protective as the provisions of this section. The provisions of this section Agreement shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no cause Licensor immeasurable damage for which adequate remedy at law may not be available. Licensor shall therefore be entitled to obtain injunctive and other equitable relief for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefthis section, without the requirement of posting to post bond; provided that if the court requires a bond, the amount shall not exceed $1,000. The rights under this section shall be cumulative of all other rights of Licensor. The foregoing obligations shall not apply if and to the extent that Customer establishes that: (i) the information communicated was already known to Customer, without obligation to keep it confidential, at the time of its receipt directly or indirectly from Licensor; (ii) the information communicated was received by Customer in addition good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) the information is independently developed by Customer without use of any Confidential Information received from Licensor; or (iv) the information communicated was publicly known at the time of its receipt by Customer or has become publicly known other remedies at lawthan by a breach of this Agreement or other action by Customer. Customer must specifically notify Licensor in writing if only certain designated individuals are authorized to request changes or execute documents on behalf of Customer.

Confidential Information. During You agree to preserve and protect the Term and at all times thereafter, Contractor will: (a) hold confidentiality of all Confidential Information (as defined below), which you acknowledge is the sole and exclusive property of the Company. You agree that you will not, at any time during your term of employment or thereafter, make any unauthorized disclosure of Confidential Information, or make any use thereof, except, in strict trust each case, in the carrying out of your responsibilities to the Company. You further agree to preserve and confidenceprotect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by you hereunder to preserve and protect the confidentiality of such Confidential Information. You shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable laws; provided, however, that in the event disclosure is required by applicable laws and you are making such disclosure, you shall provide the Company with prompt notice of such requirement prior to making any such disclosure to the extent practicable and not legally prohibited, so that the Company may seek an appropriate protective order at the Company’s sole cost and expense.Notwithstanding anything to the contrary contained herein, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information that is made (bi) refrain from using in confidence to a federal, state, or permitting others local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s Confidential Information to your attorney and use the Confidential Information in the court proceeding if you (A) file any manner or for any purpose not expressly permitted by this Agreement, document containing the trade secret under seal; and (cB) refrain from disclosing or permitting others do not disclose the Confidential Information, except pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions court order.For purposes of this sectionSection 3, the term “Company” includes the Company and each of its affiliates. The provisions of this section term “Confidential Information” shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own mean any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company and includes, regardless of a similar naturewhether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (i) technical information and materials of the Company; (ii) business information and materials of the Company; (iii) any information or material that gives the Company an advantage with no less than the greater respect to its competitors by virtue of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed not being known by the JBE, destroy all Confidential Information (in every form and medium), those competitors; and (biv) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionother valuable, that any such breach will likely result in irreparable harm, confidential information and that upon any breach or threatened breach materials and/or trade secrets of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawCompany.4.

Confidential Information. During Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Seller by Buyer shall be deemed “Confidential Information.” Seller further acknowledges and agrees that any other information which is disclosed by Buyer in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the Term time of its disclosure and at all times thereafteris reduced to writing and clearly marked or labeled as confidential, Contractor will: (a) hold all proprietary or its equivalent within 30 days of disclosure shall be deemed “Confidential Information.” All Confidential Information in strict trust shall be the exclusive property of Buyer, and confidenceBuyer retains all right, (b) refrain from using or permitting others title and interest, including copyright, relating to Confidential Information. Seller agrees not to use any Confidential Information in any manner or for any 3/2013 purpose other than as permitted or required for performance by Seller under the Purchase Order and not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or provide any Confidential Information to any third party without obtaining and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Buyer or completion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Purchase Order, Seller shall return all such Confidential Information only to its employees or contractors who need Buyer and shall certify to know Buyer that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns it has returned all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration The return of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the goods and shall include a full drawing package in reproducible form and medium)any revisions or updates, including but not limited to, Autocad files, fabrication drawings, approved supplier list, test specifications, tooling specifications and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectiondrawings, that any such breach will likely result in irreparable harmmanufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdrawings and engineering change notice history.

Confidential Information. During Definition "Confidential Information" means CASES, its associated documentation, Knowmadics pricing for CASES and any results achieved by use of CASES, and other information disclosed by Knowmadics under the Term Agreement that is labeled or otherwise designated as confidential or that by its nature would reasonably be expected to be kept confidential. Exclusions - Notwithstanding the previous paragraph, Knowmadics Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of End User; or (ii) was in End User's lawful possession prior to the disclosure and at all times thereafter, Contractor will: had not been obtained by End User either directly or indirectly from Knowmadics; or (aiii) is lawfully disclosed to End User by a third party not bound by a duty of non-disclosure; Nondisclosure - End User agrees to hold all the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others . End User agrees not to use make the Confidential Information available in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information form to any third party without obtaining or to use theConfidential Information for any purpose other than performing its obligations or enjoying its rightsunder the JBE’s express prior written consent on Agreement . You agree to use the same degree of care that it uses to protect its own confidential information of a case-by-case basis. Contractor will disclose similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information only to its employees is not disclosed or contractors who need to know that information distributed by itsemployees or agents in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as violation of the provisions of this sectionthe Agreement. The provisions End User represents that it has, with each of its employees who may have access to any Confidential Information, an appropr iate agreement sufficient to enable it to comply with all of the terms of this section shall survive Section 14. Required Disclosure Notwithstanding the expiration foregoing, You may disclose the Confidential Information to the extent that such disclosure is required by law or termination court order, provided, however, that End User provides to Knowmadics prior written notice of this Agreement. Contractor will protect such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard carepublic disclosure. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any Termination/Expiration After termination or expiration of this the Agreement, Contractor will promptly (a) End User shall return to the JBE or, if so directed by the JBE, destroy all Knowmadics any Confidential Information (in every form and medium), and (b) certify to received during the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach term of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement .

Confidential Information. During FXRE and ThrillRides each acknowledge and agree that all of the Term Confidential Information is material and at confidential and greatly affects the goodwill and the effective and successful conduct of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees, and FXRE’s, ThrillRides’ and Kitchen’s and their respective Affiliates’ and sublicensees’ respective businesses and operations, and that maintaining confidentiality of the Confidential Information is necessary to protect the legitimate business interests of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees. Accordingly, as a material inducement to enter into this Agreement, FXRE and ThrillRides each hereby agree, unless expressly authorized by the other party, to maintain and receive all times thereafter, Contractor will: (a) hold all such Confidential Information in strict trust confidence and confidencethat neither it nor any of its Representatives or subcontractors shall, (b) refrain from using at any time, directly or permitting others to use Confidential Information in any manner indirectly, divulge, reveal or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose communicate any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Person whatsoever, or use, pursue or exploit any Confidential Information only for its own benefit or for the benefit of others. FXRE and ThrillRides each agree that neither it nor any of its Representatives or subcontractors will infringe any of FXRE’s, ThrillRides’ or Kitchen’s or their respective Affiliates’ or sublicensees’ intellectual property or other rights in said Confidential Information, and acknowledges that nothing herein shall be construed as expressly or impliedly granting a license or right to its employees use said Confidential Information except for the specific purposes set forth herein or contractors who need to know that information in order to perform Services hereunder the License Agreement. FXRE and who have executed a ThrillRides shall each disclose and enforce in writing the proprietary rights and confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions Agreement with all of this section shall survive the expiration or termination of this Agreement. Contractor will protect the their respective Representatives and subcontractors who have access to Confidential Information from unauthorized useor who will perform Services hereunder. Notwithstanding anything to the contrary set forth above in this Section 5.2, accessso long as any third Person to whom any disclosure is made executes an appropriate confidentiality agreement, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureFXRE and ThrillRides, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of their respective Representatives are authorized to disclose such Confidential Information and will cooperate fully with the JBE to protect actual or prospective buyers, lessees, operators, Providers or such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return other third Persons as shall be reasonably necessary for either party to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s perform its obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach Agreement or threatened breach of under the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawLicense Agreement.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust LICENSEE agrees for itself, its sublicensees, and confidence, their employees and agents that for twenty (b20) refrain years from using the later of the Effective Date or permitting others the latest date of its receipt of information disclosed to use Confidential Information in any manner or for any purpose not expressly permitted LICENSEE by LICENSOR pursuant to this Agreement, such information shall be held in confidence; provided, however, there shall be no obligation to treat as confidential information which is or becomes available to the public other than through a breach of this obligation, or which was already possessed by LICENSEE in writing (or otherwise provable to be in the possession of LICENSEE) prior to the Effective Date of this Agreement or the Effective Date of the Emulsion License Agreement (and was not received from LICENSOR) or which is shown by LICENSEE to have been received by it from a third party who had the legal right to so disclose it without restrictions and without breach of any agreement with LICENSOR or its licensees. The burden of proving the availability of any exception of confidentiality shall be on the LICENSEE. LICENSOR shall affix an appropriate legend on all written documentation given to LICENSEE which contains confidential information. LICENSEE acknowledges that the list of patent applications contained on Schedule A shall be deemed to be confidential information. Other than for the oral information conveyed during the training and/or visits conducted pursuant to Sections 8.2 and 8.3 hereof, if any, all of which shall be deemed to be confidential information, if confidential information is otherwise conveyed orally by LICENSOR after training and/or visits have been completed, LICENSOR shall specify to LICENSEE at the time such information is being conveyed (cor in a subsequent letter referring to the conversation) that the information conveyed is confidential. It is understood and agreed that, unless otherwise provided in a separate agreement between LICENSEE and LICENSOR, LICENSEE has no obligation hereunder to provide LICENSOR with any confidential or proprietary information, and that LICENSOR shall have no obligation hereunder to LICENSEE to maintain in confidence or refrain from disclosing commercial or permitting others to disclose other use of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisinformation which LICENSOR is or becomes aware of under this Agreement. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder The terms and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or any other agreement between the parties shall not be considered confidential, and the parties hereto acknowledge that, pursuant to the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, LICENSOR may file copies of this Agreement with the Securities and Exchange Commission and with NASDAQ and with any other stock exchange on which LICENSOR's securities may be listed. LICENSEE agrees that for the period of time during which LICENSEE is obligated to keep information confidential hereunder, LICENSEE will not make, use, sell, lease or otherwise dispose of products using or directly or indirectly derived from confidential information or sample materials supplied to LICENSEE by LICENSOR or its licensees, sublicensees, or any of their affiliates relating to Light Valve Film, SPD Emulsion or Light Valves or which otherwise comprise suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the optical characteristics of the suspension ("SPD Technology") unless an agreement between LICENSOR and LICENSEE permitting it to do so is in full force and effect and the royalties, if any, provided in such agreement are being paid to LICENSOR on such products. The provisions of this section term "SPD Technology" shall survive the expiration not include technology (i) which does not directly or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useindirectly incorporate SPD Technology, accesssuch as, but not limited to, liquid crystal devices, electrochromic devices, or disclosure similar technology, or (ii) which incorporate technology involving suspended particles, which when subjected to a suitable electric or magnetic field, orient to produce a change in the same manner as Contractor protects optical characteristics of the suspension but which is independently developed or licensed from third party(ies) and which is not in any way directly or indirectly derived from any Technical Information of LICENSOR or its own confidential licensees, sublicensees, or proprietary information any of a similar nature, their affiliates. LICENSEE shall have the burden of proving by clear and with no less than convincing evidence that the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning availability of any unauthorized disclosure exception of confidentiality exists or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsrestrictions do not apply to a particular product. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under Nothing contained in this section, that any such breach will likely result in irreparable harmhowever, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled construed as granting LICENSEE any rights or licenses with respect to appropriate equitable relief, without the requirement any Technical Information or patents of posting a bond, in addition to LICENSOR or its other remedies at lawlicensees or their sublicensees.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all In addition to Novavax’s other confidentiality obligations set forth in the Asset Purchase Agreement, Novavax agrees, during the term of this Agreement and thereafter, to (i) maintain the Licensed Technology whether disclosed by Graceway to Novavax in any manner and in any form or format or otherwise retained by Novavax (the “Graceway Confidential Information Information”), in strict trust and the strictest confidence, (bii) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any the Graceway Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose parties, and (iii) only use such Graceway Confidential Information only to its practice the license and other rights granted hereunder in accordance with this Agreement. Notwithstanding the foregoing, Novavax may disclose Graceway Confidential Information, and authorize the use of such Graceway Confidential Information on the same terms applicable to Novavax under this Agreement, to the following persons and entities: (A) employees or contractors of Novavax who have a need to know that such information and (B) sublicensees in order connection with the grant of any sublicense of the rights granted hereunder, in each case where such persons or entities have a legal obligation to perform Services hereunder and who have executed a maintain the confidentiality agreement with Contractor at least as protective as of such information on the provisions of this section. The provisions of this section shall survive the expiration or termination of same terms applicable to Novavax in this Agreement. Contractor will protect the In addition, Novavax may disclose Graceway Confidential Information from unauthorized useto Governmental Authorities solely for the purposes of, accessand solely to the extent necessary for, submitting and maintaining applications for the authorization or disclosure use of pharmaceutical products in the same manner as Contractor Field; provided, that Novavax shall request confidential treatment for any submission of such information to any Governmental Authority and, if such information will not receive confidential treatment by such Governmental Authority, then Novavax shall not disclose such information to such Governmental Authority without Graceway’s prior written consent, which consent will not be unreasonably withheld. Without limiting the foregoing, Novavax shall, consistent with the practices and procedures under which Novavax protects its own confidential or most valuable proprietary information of a similar natureand materials, and with no less than protect the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Graceway Confidential Information. Contractor will notify the JBE promptly upon learning of Information against any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Informationunlawful use, disclosure, dissemination or copying. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawREDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-by- case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Each of the Term Ceding Company and at all times thereafterthe Reinsurer hereby agree to hold confidential and not disclose any client or proprietary information (each as described in the succeeding paragraph) of the other party, Contractor will: (a) hold all Confidential Information except as set forth in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and unless otherwise agreed to in writing. The foregoing limitation shall not apply to proprietary information to the extent such proprietary information otherwise becomes publicly available, or the disclosure (ci) refrain has been mandated by law, (ii) is duly required by external auditors or (iii) is requested or required by a Governmental Entity in connection with a regulatory exam or inquiry. Furthermore, neither the Ceding Company nor the Reinsurer will be prohibited from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only such proprietary information to its employees retrocessionaires or contractors who need hedge or other risk mitigation counterparties in connection with its retrocession or hedging of all or a portion of the risks ceded hereunder, so long as any such retrocessionaires or hedge counterparties are bound to know confidentiality obligations in respect thereof that are substantially similar to those contained herein. Client information in order includes medical, financial and other personal information about proposed, current and former policyowners, insureds, applicants, and beneficiaries of FLIC Contracts. Proprietary information includes but is not limited to perform Services hereunder underwriting manuals and who have executed a guidelines, applications and contract forms and premium rates and allowances of the Reinsurer and the Ceding Company. In addition, the Ceding Company and the Reinsurer will comply with relevant privacy legislation. Notwithstanding any provision herein to the contrary, the confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Agreement shall survive the expiration or termination hereof. Notwithstanding any other provision of this Agreement. Contractor will protect Agreement to the Confidential Information from unauthorized usecontrary, access, or disclosure in each of the same manner as Contractor protects its own confidential or proprietary information of a similar nature, parties hereto may disclose to any Person the tax structure and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration tax treatment of this Agreement, Contractor will promptly (a) return Agreement to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify extent such Person could be reasonably expected to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach require knowledge of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement tax structure or tax treatment of posting a bond, in addition to its other remedies at lawthis Agreement for bona fide tax preparation purposes.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by In connection with this Agreement, FiberNet will furnish BHP with all information concerning FiberNet, which BHP reasonably deems appropriate and will provide BHP with access to its officers, directors, employees, accountants, counsel and other representatives (c) refrain from disclosing collectively, the “Representatives”), it being understood that BHP will rely solely upon such information supplied by FiberNet and its Representatives without assuming any responsibility for the independent investigation or permitting others verification thereof. All non-public information concerning FiberNet that is given to BHP will be used solely in the course of the performance of our services hereunder and will be treated confidentially by BHP for so long as it remains non-public. Except as otherwise required by law, BHP will not disclose any Confidential Information information to any third party without obtaining the JBE’s express consent of FiberNet. In the event that FiberNet enters into negotiations with a counterparty regarding a possible Transaction, FiberNet will request such counterparty to furnish BHP with such information that BHP reasonably requests in connection with the performance of its services provided hereunder. BHP will rely solely upon such information supplied by such counterparty without assuming any responsibility for the independent investigation or verification thereof. All non-public information concerning such counterparty that is given to BHP will be used solely in the course of the performance of our services hereunder and will be treated confidentially by BHP for so long as it remains non-public. No advice or opinion rendered by BHP, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without our prior written consent on consent. In addition, BHP may not be otherwise referred to without its prior written consent. BHP is not providing a case-by-case basis. Contractor will disclose Confidential Information only fairness opinion pursuant to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawengagement hereunder.

Confidential Information. During Advisor and the Term Company acknowledge that the Company's and at all times thereafterAdvisor's businesses are highly competitive and that they may, Contractor will: from time to time, provide each other with access to confidential information. Both parties agree that they will not make any unauthorized disclosure of confidential business information obtained from each other (a) hold all "Confidential Information"), or make any unauthorized use thereof. However, each party shall be permitted to disclose Confidential Information in strict trust and confidenceas is required by law, including deposition or trial testimony pursuant to subpoena, provided that if they are requested or required (bby oral question, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third Information, if reasonably possible under the circumstances as determined in good faith, they will promptly notify the other party without obtaining of such request or requirement so that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees other party may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect In the absence of a protective order or the receipt of a waiver hereunder, or in the good faith determination of Advisor that time is of the essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel in good faith believe that Advisor is compelled to disclose the Confidential Information from unauthorized useor be exposed to liability for contempt or suffer other censure or penalty, accessAdvisor may disclose only such Confidential Information to the party compelling disclosure as is required by law, as determined by Advisor on advice of counsel. Advisor further agrees that he will cooperate with the Company in its efforts to obtain a protective order or disclosure in the same manner as Contractor protects its own other reliable assurance that confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment will be accorded the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information All reasonable legal fees, costs and will cooperate fully with the JBE expenses incurred by Mr. Edelman in obtaining legal xxxxxxxxxxxion pursuant to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s his obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach paragraph shall be paid by the Company. The obligations of the confidentiality obligations, parties set forth in this paragraph 5 shall apply during the JBE term of this Agreement and shall be entitled to appropriate equitable relief, without survive for one year following the requirement termination of posting a bond, in addition to its other remedies at lawthis Agreement for any reason whatsoever.

Confidential Information. Executive acknowledges that by reason of Executive’s duties to and association with Xxxxxx’x and the Investors, Executive has had and will have access to and has and will become informed of Confidential Information. During the Term Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use any Confidential Information, except for use in Executive’s regular authorized duties on behalf of Xxxxxx’x and the Investors. For a period of three (3) years after the end of the Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use any Confidential Information in the Geographic Area. Executive acknowledges and agrees that all documents and other property including or reflecting Confidential Information furnished to Executive by Xxxxxx’x or any of the Investors or otherwise acquired or developed by Xxxxxx’x or any of the Investors or Executive or known by Executive shall at all times be the sole and exclusive property of Xxxxxx’x and the Investors. During the Employment Period and for a period of three (3) years thereafter, Contractor will: (a) hold Executive shall take all necessary and appropriate steps to safeguard Confidential Information in strict trust and confidenceprotect it against disclosure, (b) refrain from using or permitting others misappropriation, misuse, loss and theft. Executive shall deliver to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Xxxxxx’x at the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Employment Period, or at any other time Xxxxxx’x may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product or the business of Xxxxxx’x or any of the Investors which Executive may then possess or have under Executive’s control and shall erase all embodiments of the Confidential Information from unauthorized useall storage devices. If Executive is required to disclose Confidential Information pursuant to any applicable law or court order, access, or Executive shall provide Xxxxxx’x with prior written notice of the requirement for disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in that details the Confidential Information. Contractor will notify Information to be disclosed and shall cooperate with Xxxxxx’x to preserve the JBE promptly upon learning confidentiality of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return information to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawextent possible.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all a ll Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration expira tion or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and a nd industry-standard care. The JBE owns all a ll right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (aa ) return to the JBE or, if so directed by the JBE, destroy all a ll Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable irrepa ra ble harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) ) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of S xxxxx, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their obligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Xxxxxxxxx, Seller shall promptly, at Purchas er’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Xxxxxx also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without proof of actual damages and without the posting of bond or other security.

Confidential Information. During (a) Portman hereby acknowledges that in connection with the Term performance of the Services hereunder Buyer will on the date hereof and may from time to time thereafter provide or make available to Portman certain confidential and proprietary information, including information relating to the businesses, products, technology, services, customers, prospective customers, methods or tactics of Buyer (any such confidential or proprietary information which is marked or identified, orally or in writing, as "confidential," "privileged" or "proprietary" or which could reasonably be understood to be confidential or proprietary as a result of the nature of the information or the manner or circumstances under which it is provided, being hereinafter referred to as "Confidential Information"). Portman further acknowledges that the Confidential Information includes certain trade secrets and other Assets (as defined in the Asset Purchase Agreement) and agrees that any such trade secrets and other Assets shall remain the property of Buyer at all times thereafterduring the term of this Agreement and after the expiration or termination hereof. Portman shall not publish, Contractor will: (a) hold all Confidential Information in strict trust and confidencedisseminate, (b) refrain from using distribute, disclose, sell, assign, transfer, copy, commercially exploit, or permitting others to otherwise make use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose of any Confidential Information to or for the use or benefit of Portman or any third party without obtaining other person, firm, corporation or entity (including, but not limited to, Seller), except as specifically authorized in writing by Buyer or as required for the JBE’s express prior written consent on a case-by-case basisdue and proper performance of his duties and obligations under this Agreement. Contractor will disclose In addition, Portman shall employ safeguards and precautions to ensure that unauthorized access to the Confidential Information only is not afforded to its employees any person, firm, corporation or contractors who need to know that information in order to perform Services hereunder entity, and who have executed a confidentiality agreement with Contractor such safeguards and precautions shall be at least as protective as equivalent to those which Portman uses to protect his own similar information and in any event not less than reasonable under the provisions of this sectioncircumstances. The provisions of this section shall survive the Upon any expiration or termination of this Agreement. Contractor will protect the , or if Buyer so requests at any time, Portman shall promptly return to Buyer all Confidential Information in Portman's possession, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 5 shall prevent the use or disclosure by Portman of any information which (i) is generally available to the public at the time of the use or disclosure thereof (other than through (x) a breach by Portman of any of the terms or provisions hereof or (y) a breach by Seller of any confidentiality obligations owed to Buyer, whether pursuant to or in connection with the Asset Purchase Agreement or the License Agreement (as defined in the Asset Purchase Agreement) or otherwise), (ii) is lawfully obtained by Portman from unauthorized usea source other than Seller, accessBuyer or their respective affiliates, directors, officers, employees, agents or other representatives (provided, that such source is not bound by a confidentiality agreement with Buyer or Seller and is not otherwise under an obligation of secrecy or confidentiality to Buyer or Seller), or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature(iii) is required to be disclosed by applicable legal process (provided, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate that Portman complies fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration provisions of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumSection 5(b), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law).

Confidential Information. During As a result of the Term nature of the services provided, and at all times thereafterto be provided, Contractor will: (a) hold all to the DRII Parties and their respective subsidiaries and Affiliates, including services under the Existing Services Agreement and the HMCS Agreement and SJC’s continued service as Chairman, each of the SJC Parties hereby acknowledges that the SJC Parties have had and will have access to or knowledge of Confidential Information in strict trust and confidencewhich, (b) refrain from using if revealed, could be detrimental to the DRII Parties or permitting others to use Confidential Information in any manner of their respective subsidiaries or for any purpose not expressly permitted by this AgreementAffiliates, and (cthat the DRII Parties have a protectable interest in such Confidential Information. Each of the SJC Parties covenants and agrees that it will not, without the prior written consent of the DRII Parties, and except as necessary for SJC to perform his duties as Chairman, directly or indirectly, disclose to or discuss with any Person, any Confidential Information. The restrictions in this Section 5(b) refrain from disclosing shall not apply to information which after disclosure to or permitting others discovery by any SJC Party becomes generally available to the public otherwise than through a breach of this Section 5(b). In addition, each SJC Party may disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees extent that such SJC Party is required by judicial or contractors who need to know that information in administrative order to perform Services hereunder disclose such Confidential Information, as long as such SJC Party (x) promptly notifies the DRII Parties of such required disclosure (to the extent legally permissible) so that the DRII Parties may, at their sole option and who have executed a confidentiality agreement election, seek an appropriate protective order or waive such SJC Party’s compliance with Contractor at least as protective as the provisions of this sectionSection 5(b), (y) cooperates with the DRII Parties (at the expense of the DRII Parties) to limit or restrict such disclosure, and (z) if disclosure of such Confidential Information is required, in the opinion of such SJC Party’s legal counsel who has been informed of the relevant facts, discloses only that portion of the Confidential Information that is legally required to be disclosed in the opinion of such counsel. Each SJC Party shall take all reasonable steps to safeguard Confidential Information and protect it against disclosure, misuse, loss or theft. The provisions obligations of this section Section 5(b) shall survive the expiration or termination of this Agreement. Contractor will protect Agreement and the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly the Restricted Period (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumas defined below), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: Employee agrees that (a) hold all KRA, in the course of its business, uses, develops and acquires Confidential Information in strict trust and confidenceInformation, (b) refrain from using or permitting others to use such Confidential Information is proprietary to KRA, is a valuable, special and unique asset of KRA, and must be maintained under strict confidentiality, (c) Employee has received, learned of and/or become familiar with, and/or hereafter will have access to, receive, learn of and/or become familiar with, certain Confidential Information, all of which has been or will be done in any manner or for any purpose not expressly permitted confidence in connection with Employee’s employment by this AgreementKRA, and (cd) refrain from disclosing the disclosure and/or use of any Confidential Information, other than for the sole benefit of KRA, is wrongful and would cause irreparable harm to KRA. Employee agrees that Employee shall not, directly or permitting others to disclose indirectly, disclose, release, publish and/or use any Confidential Information at any time during or after Employee’s employment by KRA, except in the performance of Employee’s duties and responsibilities as an employee of KRA. Employee agrees to use all reasonable measures to prevent the unauthorized disclosure and/or use of any third party without obtaining the JBEConfidential Information, including complying with KRA’s express prior written consent on a case-by-case basispolicies and procedures of KRA relating thereto. Contractor will disclose All files, books, records, documents, notes, materials, reports, proposals, agreements, lists, data and other items (whether hard copies or in any computer or electronic form or media) embodying, constituting, and/or containing any Confidential Information only which are in Employee’s possession or control are and shall remain the property of KRA and shall be delivered to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or KRA upon termination of this Agreementemployment. Contractor will protect the Confidential Information from unauthorized use, access, Employee shall not make or disclosure in the same manner as Contractor protects its own confidential retain any copies or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsummaries thereof.

Confidential Information. During Jharkhand Rajya Gramin Bank (JRG Bank) and Bank acknowledge and agree that in connection with this Agreement, hereinafter called “Confidential Information” and the Term and at all times thereafterreceiving Party shall not, Contractor will: (a) hold all Confidential Information in strict trust and confidencewithout the express prior written consent of the disclosing Party, (b) refrain from using or permitting others to use Confidential Information the same in any manner or for any purpose other than the purpose specified hereunder and shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any such Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to save and except its employees or contractors who and employees of the Bank(s) having a need to know such Confidential Information in connection with its use of the service in accordance with this Agreement. Jharkhand Rajya Gramin Bank (JRG Bank) and Bank agree that information neither shall use nor reproduce for use in order any way, any Confidential Information of the other except in furtherance of the relationship set forth herein in a mutually agreed manner. Jharkhand Rajya Gramin Bank (JRG Bank) and Bank agree to perform Services hereunder protect the Confidential Information of the other with the same standard of care and who have executed a confidentiality agreement with Contractor procedures used by each to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care. Each of the Parties, shall undertake such precautions such as protective as is sufficient to enable it to comply with all the provisions terms hereof and to ensure similar compliance thereof by each such employee / personnel and which binds each such employee / personnel to maintain complete and effective secrecy and confidentiality regarding any and all information whatsoever pertaining to the other Party which comes to their knowledge in the course of this section. The provisions of this section shall survive the expiration undertaking any work or termination services in pursuance of this Agreement. Contractor will protect Both Jharkhand Rajya Gramin Bank (JRG Bank) and Bank agree that the Confidential Information from unauthorized use, access, or disclosure in the same manner terms and conditions of this Agreement shall be treated as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with that no reference to the JBE terms and conditions of this Agreement or to protect such activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however, that the general existence of this Agreement shall not be treated as Confidential Information. Upon Information and that either Party may disclose the JBE’s request terms and upon any termination or expiration conditions of this Agreement: As required by any court or other governmental body; As required by law; To legal counsel of the Parties (on need to know basis); In confidence, Contractor will promptly (a) return to the JBE oraccountants, if so directed by the JBEbanks, destroy all Confidential Information (in every form and medium)proposed investors or alliance partners, and financing sources and their advisors (b) certify on need to the JBE know basis); In confidence, in writing that Contractor has fully complied connection with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach enforcement of Contractor’s obligations this Agreement or rights under this section, that any such breach will likely result in irreparable harm, and that upon any breach Agreement; or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondIn confidence, in addition to its other remedies at lawconnection with a merger or acquisition or proposed merger or acquisition, or the like.

Confidential Information. During 8.1 GDSC agrees to regard and preserve as confidential all information related to the Term business and activities of MON, the MON Affiliates and their respective customers, clients, suppliers and other entities with whom MON does business, that may be obtained by GDSC as a result of this Agreement (the "MON Confidential Information"). GDSC agrees to hold the MON Confidential Information in trust and confidence for MON, take such precautions (but no less than reasonable precautions) to protect the confidentiality of the MON Confidential Information and not to disclose the MON Confidential Information to any person, firm or enterprise, or use (directly or indirectly) the MON Confidential information for its own benefit or the benefit of any other party, unless authorized by MON in writing; provided, however, that it may disclose the MON Confidential Information to GDSC's employees, agents, contractors and advisors who need to know the MON Confidential Information to enable GDSC to perform its obligations and exercise its rights under this Agreement, who are advised of the confidential and proprietary nature of the MON Confidential Information and who are either subject to written nondisclosure obligations no less restrictive than those contained in this Agreement or who are otherwise subject to a duty of loyalty and confidentiality to GDSC. Further, with respect to MON Confidential Information which GDSC obtains, controls or otherwise possesses in connection with its provision of the Services hereunder, GDSC agrees to undertake security measures, at all times thereaftera minimum to the extent that GDSC would provide security for the GDSC Confidential Information, Contractor willto: (a) hold safeguard all MON Confidential Information digitally stored on any systems under the control or in strict trust and confidence, the possession of InterDent; (b) refrain from using or permitting others to use safeguard the physical integrity and condition of media in GDSC's control containing such digitally stored MON Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and Information; (c) refrain from disclosing or permitting others within sixty (60) days of the Effective Date, restrict access to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose digitally stored MON Confidential Information only to MON, its designated employees or contractors who need to know that information in order to perform Services hereunder and/or its authorized employees (except as otherwise permitted by this Section); and who have executed a confidentiality agreement with Contractor at least as protective as the provisions (d) prevent unauthorized use and disclosure of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the such digitally stored MON Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of by any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthird party.

Confidential Information. During Purchaser acknowledges that any unpublished patent applications included in the Term Licensed Patents, any trade secrets or other confidential information included in the Licensed Materials, Licensed IPRs, and at Successor Versions and Combination Versions (solely insofar as the Successor Versions and Combination Versions incorporate all times thereafteror part of the trade secrets included in the Licensed IPRs) embody or contain valuable trade secrets and other confidential information of Seller (such trade secrets and other confidential information along with any unpublished patent applications included in the Licensed Patents and any trade secrets or other confidential information included in the Licensed Materials, Contractor will: Licensed IPRs are collectively referred to as “Seller Confidential Information”). Seller acknowledges that the Transferred Materials, any unpublished patent applications included in the Transferred Patents, any trade secrets or other confidential information contained in the Transferred IPRs, Successor Versions and Combination Versions embody or contain valuable trade secrets and other confidential information of Purchaser (asuch trade secrets and other confidential information along with the Transferred Materials, any unpublished patent applications included in the Transferred Patents and any trade secrets or other confidential information included in the Transferred IPRs are collectively referred to as “Purchaser Confidential Information”). Purchaser and Seller (each a “Receiving Party”) hold all will not use the Seller Confidential Information in strict trust and confidenceor the Purchaser Confidential Information, as applicable (b) refrain from using or permitting others to use the “Confidential Information in any manner or Information”), for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to may disclose any Confidential Information to any third party without obtaining the JBEother Party’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to those of its employees or contractors employees, permitted sublicensees and other authorized third parties who have a strict need to know that information in order such Confidential Information for purposes of exploiting the licenses granted to perform Services hereunder such Party under this Agreement and who have executed are under a written obligation of confidentiality agreement with Contractor at least as protective as no less restrictive than the provisions of this sectionReceiving Party’s confidentiality obligations hereunder. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor Receiving Party will protect the other Party’s Confidential Information from unauthorized use, access, or access and disclosure in the same manner as Contractor the Receiving Party protects its own confidential or proprietary information of a similar nature, nature and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Subject to Section ‎20, you hereby confirm and acknowledge that certain assets of the Term Company Group and at all times thereafterits affiliates, Contractor will: including, without limitation, information regarding their methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems, programs, computer systems, marketing plans and strategies, merger and acquisition strategies and customer lists (acollectively, the “Confidential Information”) hold all Confidential Information in strict trust and confidenceare valuable, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementspecial, and (c) refrain from disclosing unique assets of the Company Group. You will not, during or permitting others to after your employment with the Company Group, disclose any or any part of the Confidential Information to any third party without obtaining person or entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to your employment during the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Continuation Period; provided, however, that the Confidential Information only will in no event include (i) any Confidential Information which was generally available to the public at the time of disclosure by you or (ii) any Confidential Information which becomes publicly available other than as a consequence of the breach by you of your confidentiality obligations hereunder. As of the Effective Date, you will deliver to the Company all documents and data pertaining to the Confidential Information and will not take with you any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. Nothing contained in this Section 11 will prohibit you from disclosing Confidential Information if such disclosure is required by law, governmental process or valid legal process. In the event that you are legally compelled to disclose any of the Confidential Information, you will provide the Company with prompt written notice so that the Company, at its employees sole cost and expense, may seek a protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy or waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, accessIf such protective order or other remedy is not obtained, or disclosure in if the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully Company waives compliance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration provisions of this Agreement, Contractor you will promptly (a) return to furnish only that portion of the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify that you are advised by counsel is legally required to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclosed.

Confidential Information. During Executive acknowledges that Executive will have access or be privy to certain confidential business information of the Term Company and at all times thereafterits Subsidiaries as a result of Executive's employment with the Company or its Subsidiaries. Such confidential information may include but is not limited to business decisions, Contractor will: plans, procedures, strategies and policies, legal matters affecting the Company and its Subsidiaries and their respective businesses, personnel, customer records information, trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (a) hold all prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or any of the Subsidiaries, and personal information regarding employees (collectively, the "Confidential Information"). Executive acknowledges and agrees the Confidential Information in strict trust is and confidenceshall remain the sole and exclusive property of the Company or such Subsidiary. Executive shall not disclose to any unauthorized person, (b) refrain from using or permitting others to use for Executive's own purposes, any Confidential Information in without the prior written consent of the Board, which consent may be withheld by the Company at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive's acts or omissions. Executive agrees to maintain the confidentiality of the Confidential Information after the termination of Executive's employment; provided, further, that if at any manner time Executive or any person or entity to which Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for any purpose not expressly permitted by this Agreementdocuments, and (csubpoena, civil investigative demand or similar process) refrain from disclosing or permitting others to disclose any of the Confidential Information, Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, Executive shall ensure that only the portion of the Confidential Information which such person is advised by written opinion of counsel that Executive is legally required to disclose is disclosed, and Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition Executive shall deliver to the Company upon termination of the Employment Period, and at any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective other time as the provisions Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to or containing any portion of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure , or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return relating to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach business of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawCompany or any Subsidiary which he may then posses or have under his control.

Confidential Information. During the Term “Confidential Information ” means any information disclosed by Coherent to Supplier, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation drawings, documents, specifications, samples, prototypes and at designs. Confidential Information shall include all times thereafter, Contractor will: information relating to Articles and may include third-party information. Confidential Information shall not include information that (a) hold all Confidential Information was publicly known and made generally available in strict trust and confidencethe public domain prior to the time of disclosure by Coherent to Supplier, (b) refrain from using becomes publicly known and made generally available in the public domain after disclosure to Supplier by Coherent through no action or permitting others inaction of Supplier, or (c) is in the possession of Supplier, without confidentiality restrictions, at the time of disclosur e by Coherent to Supplier, as evidenced in Supplier’s files and records in existence immediately prior to the time of Coherent’ s disclosur e. Supplier shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Supplier shall take at least those measures that it takes to protect its own most highly confidential information. Supplier shall make no copies of the Confidential Information unless the same are previously approved in writing by Coherent. Supplier shall reproduce Coherent’s proprietary rights notices on any such approved copies in the same manner or in which such notices were set forth on the original. Supplier shall not use any Confidential Information for any purpose other than to perform its obligations under the applicable Purchase Order. Supplier shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining unless authorized in advance in writing. Supplier shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Coherent’s Confidential Information. Supplier shall immediately notify Coherent in the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions event of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from any unauthorized use, access, use or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Each party receiving Confidential Information ("Recipient") shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information of the other party ("Discloser"). "Confidential Information" means (i) for Us: all financial terms and conditions contained in strict trust Our quotation, and confidencethe Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (bii) refrain from using for either party: any information, in written or permitting others other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, if it should reasonably be regarded as confidential due to use the nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any 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 shall not be disclosed to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors 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 permitted under this Agreement. Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient's breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently developed by the Recipient without any access to the Discloser's Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order 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 perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionprevent or limit such disclosure. The provisions obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of this section shall survive three (3) years after the expiration or date of termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During All information about the Term CTG Business whether furnished before or after the date hereof, whether oral or written, and at all times thereafterregardless of the manner or form in which it is furnished or the storage medium, Contractor will: is referred to in this Agreement as “Confidential Information.” Confidential Information does not include, however, information which (a) hold is or becomes generally available to the public other than as a result of a disclosure by the CAG Parties, their affiliates or their Representatives or (b) becomes available to the CAG Parties after the Closing Date on a nonconfidential basis from a Person other than the LLCs who is not otherwise bound by a confidentiality agreement with the LLCs, or is not otherwise under an obligation to the LLCs not to transmit the information to the CAG Parties. Except as required by applicable securities laws and regulations, each CAG Party agrees to keep all Confidential Information in strict trust confidential and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or reveal any Confidential Information to any third party without obtaining Person or use any Confidential Information. In the JBE’s express prior written consent on a case-by-case basis. Contractor will event that the CAG Parties are required by applicable law or regulation or by legal process to disclose any other Confidential Information only to its employees or contractors who need to know any other information concerning the CTG Business, the CAG Parties agree that information they will provide Freebird with prompt written notice of such requirement in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as enable Freebird to seek an appropriate protective as the provisions of this sectionorder or other remedy. The provisions CAG Parties will reasonably assist Freebird in connection with any attempt it may make to obtain such order or other remedy. If Freebird fails to obtain such a protective order or other remedy, the CAG Parties shall furnish only that portion of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure which the CAG Parties are advised in the same manner as Contractor protects its own confidential or proprietary information of a similar naturewriting by counsel that it is legally required, and with no less than the greater of CAG Parties shall exercise their reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor best efforts to obtain reliable assurance that confidential treatment will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect be accorded such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return Notwithstanding anything above to the JBE orcontrary in this Section 7.17, if so directed by the JBE, destroy each Person otherwise subject hereto may disclose any and all Confidential Information (in every form and medium), and (b) certify information related to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for U.S. federal, state, local or foreign Tax treatment or Tax structure of any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawContemplated Transactions.