Common use of CONFIDENTIAL & PROPRIETARY INFORMATION Clause in Contracts

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain in strict confidence, and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each 14.1 During the Contract Term, either party may provide the other with access to and/or allow them to become familiar with various aspects of their Confidential Information. Both parties shall maintain hold all revealed Confidential Information which has been provided in strict confidence, and shall not use in any way or disclose or distribute to any third person any Confidential Information directly or indirectly to any other party and such information shall be used by Licensee only in those facilities where Licensed Products are manufactured and only in connection with the manufacture, use and sale of Licensed Products. All records, files, documents, information, data and other similar items relating to either party’s business operations, regardless of who prepared them and which are not otherwise in the public domain, shall remain the exclusive property of the other party for a period of three (3) years owning party. 14.2 Apart from the date license granted herein to use the XXXXX BAHAMA Marks in connection with the manufacture, advertising, promotion, sale, offering for sale and distribution of disclosure (except with respect to trade secretsLicensed Products, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include grant Licensee any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to rights whatsoever in the Confidential Information of Licensor under any of Licensor’s patent(s), patent application(s), trademark(s), trademark applications(s), copyrights, copyright application(s), service xxxx(s) or proprietary technology or any other rights in the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedyXXXXX BAHAMA Marks not granted herein. The use of any proprietary information outside the scope of this grant of license is considered a material breach of this Agreement. THE LICENSEE SHALL NOT USE ANY PROPRIETARY INFORMATION OUTSIDE THE SCOPE OF THIS GRANT OF LICENSE. THE LICENSEE DOES NOT GRANT LICENSOR ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSEE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE. 14.3 In addition to obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein18 of this Agreement, Licensee shall cause every third party manufacturer, subcontractor, supplier, distributor, transporter, or EPL IT's full exercise of those Inventions and intellectual property rightsother similar relationship, so long as EPL IT does not disclose Customer's that has access to any Confidential Information. All Inventions , or the Licensed Products themselves, to acknowledge by signature the statements set forth upon “Exhibit N.” Within thirty (30) days of establishing a new relationship with such a third party, Licensee shall constitute EPL IT’s Confidential Informationprovide Licensor this properly executed document along with any agreements, such as a Supplier Agreement, that may be necessary at that time.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each Party and/or its third-party shall maintain in strict confidence, and not disclose or distribute suppliers (a “Receiving Party”) acknowledges that it will have access to any third person any Confidential Information certain information of the other Party and/or its third-party for suppliers (a period “Disclosing Party”) that is confidential and proprietary and constitutes valuable and unique property of three the Disclosing Party. Receiving Party agrees that it will not at any time, either during or after the term of this Contract, disclose to others, use, copy or permit to be copied, except in pursuance of its obligations under this Contract, any secret or confidential information or know-how of the Disclosing Party without the Disclosing Party's prior written consent. The terms "secret" or "confidential information" or "know-how" of the Disclosing Party (3referred to collectively as "Confidential Information") years from shall include, without limitation, the date Disclosing Party's plans, strategies, costs, prices, uses, applications of disclosure (except with respect products and services, results of investigations or experiments, and all apparatus, products, processes, compositions, samples, formulas, computer programs, pricing policies, financial information, methods of doing business, policy and/or procedure manuals, training and recruiting procedures, accounting practices, the status and content of the Disclosing Party's contracts, the Disclosing Party 's business philosophy and techniques at any time used, developed, or investigated by the Disclosing Party, before or during the term of this Contract that are not generally available to trade secrets, which shall be kept the public or that are maintained as confidential until no longer qualifying by the Disclosing Party. Receiving Party further agrees to maintain in confidence any confidential information of Third Parties received as a trade secret)result of the performance of the Work. “Confidential Information” Receiving Party’s confidentiality obligation shall mean the information disclosed by either party pursuant not apply to this Agreement that is (a) stamped information that is generally known to the public or otherwise marked as being confidential by the disclosing party, to (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is that required to be disclosed by law, or by a governmental agency, provided that Receiving Party provides Disclosing Party with prompt notice of the party intending requested disclosure and an opportunity to make object to such required disclosure shall promptly notify in front of the court or other party governmental agency having jurisdiction over the information request if Disclosing Party determines that such objection is appropriate. The Receiving Party agrees to exercise the same care, but in no event less than reasonable care, to prevent the disclosure of such intended information as the Receiving Party exercises to prevent disclosure in order to allow such party to seek a protective order or other remedyof its own proprietary and confidential information. The Disclosing Party’s information shall be utilized by Receiving Party only in connection with performance of its obligations set forth above under the Purchase Order. The parties acknowledge and agree that the existence and nature of the Dealer Agreement, these Terms and Conditions, the Purchase Order, and/or any Work constitutes confidential information unless such confidential status is waived pursuant to the requirements of these Terms and Conditions. The parties warrant and represent that each employee, agent or subcontractor who performs work in connection herewith has been informed of the obligations contained herein and has agreed to be bound by them. In the event of a breach or threatened breach of any of the provisions of Section 24, the Disclosing Party shall be entitled to an injunction ordering the return of such documents and any and all copies thereof and restraining Receiving Party from using or disclosing for its benefit or the benefit of others, in whole or in part, any Confidential Information, including but not limited to the Confidential Information that such documents contain, constitute, or embody. Receiving Party further agrees that any breach or threatened breach of any of the provisions of Section 24 would cause irreparable injury to the Disclosing Party for which it would have no adequate remedy at law. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it for any such breach or threatened breach, including the recovery of damages. The terms of this Section 24 shall not affect EPL IT's ownership last indefinitely, regardless of Inventions (as defined in Section 5) and all intellectual property rights thereinthe termination of the Dealer Agreement, or EPL IT's full exercise of those Inventions and intellectual property rightsany Purchase Orders or Work, so long as EPL IT does not disclose Customer's pursuant to which such Confidential Information. All Inventions shall constitute EPL IT’s Confidential InformationInformation is divulged.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain in strict confidenceOwner is a public agency as defined by state law and, as such, it is subject to the Nevada Public Records Law (Chapter 239 of the Nevada Revised Statutes). Under that law, all of Owner’s records are public records (unless otherwise declared by law to be confidential) and are subject to inspection and copying by any person. Responding Offerors are advised that once a response is received by Owner, its contents will become a public record, and not disclose or distribute nothing contained in the response will be deemed to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (be confidential except with respect to trade secrets, which proprietary information. Responding Offerors shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) in their response that is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known proprietary in nature or that they would not want to be released to the receiving party prior public. Responses must contain sufficient information to disclosure by the disclosing party; (iv) is independently developed by the receiving party be evaluated without reference to any proprietary information. If a Responding Offeror feels that they cannot submit their response without including proprietary information, the Confidential Information Responding Offeror must adhere to the following procedure or the response may be recommended for rejection. Responding Offeror must submit such information in a separate, sealed envelope labeled “Proprietary Information” with the ITB number. The envelope must contain a letter from the Responding Offeror’s legal counsel describing the documents in the envelope, representing in good faith, that the information in each document meets the definitions of proprietary information set forth in NRS 332.025, 332.061 and NRS Chapter 600A, and briefly stating the reasons that each document meets said definitions. The sealed envelope shall be delivered to: Las Vegas Valley Water District, Attn: Purchasing Division, ITB No. [include appropriate ITB number], 0000 Xxxxx Xxxxxx Xxxx Xxxx, Xxx Xxxxx, XX 00000 prior to the Due Date and Time. Upon receipt of a response accompanied by such a separate sealed envelope, Owner will open the envelope to determine whether the procedure described above has been followed. In the event that a Responding Offeror submits information which is marked “Confidential” or “Proprietary” and does not follow the specified procedures, the Responding Offeror will be given the option to either retract the reference in writing within eight hours after notification by Owner or have their response recommended for rejection by the Board or Owner’s authorized representative. Any information submitted, pursuant to the above procedure, will be used by Owner only for the purpose of evaluating responses and might never be used at all. If a lawsuit or other court action is initiated to obtain proprietary information, a Responding Offeror who submits the proprietary information according to the above procedure must have its legal counsel intervene in the court action and defend the secrecy of the disclosing partyinformation. Failure to do so shall be deemed as Responding Offeror’s consent to the disclosure of the information by Owner, Responding Offeror’s waiver of claims for wrongful disclosure by Owner, and Responding Offeror’s covenant not to sue Owner for such disclosure. Responding Offeror also agrees to fully indemnify Owner if Owner is assessed any fine, judgment, court cost or (v) is required attorney’s fees as a result of a challenge to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party designation of such intended disclosure in order to allow such party to seek a protective order or other remedyinformation as proprietary. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information.RESPONDING OFFERORS ARE WARNED THAT OWNER WILL CONSIDER THAT ANY DOCUMENTS SUBMITTED WITH THEIR RESPONSE THAT ARE STAMPED “CONFIDENTIAL” OR “PROPRIETARY” THAT DO NOT CONFORM TO THE ABOVE

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain Xxxxxxx acknowledges that Xxxxxxx has received and had access to Glimcher’s confidential business information, that Glimcher has made substantial investments in strict confidence, the development of such information and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall that Glimcher would be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential irreparably harmed by the disclosing partydisclosure to third persons of that information. Accordingly, Xxxxxxx will not (b) if disclosed in oral form, identified other than as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending pursuant to make such required disclosure shall promptly notify the other party of such intended disclosure in order a subpoena or court order, or pursuant to allow such party any governmental or law enforcement inquiry or investigation) divulge, disclose, reveal, sell or otherwise communicate to seek a protective order any business entity or other remedyperson such information or any trade secrets or other confidential or proprietary information Xxxxxxx may have obtained during the term of Xxxxxxx’x employment with Glimcher concerning any matters affecting or relating to the business of Glimcher, including without limitation any confidential information relating to any of Glimcher’s existing or prospective tenants or real estate purchasers or sellers, lease and other transaction terms, costs, plans, technology, formulas, processes, policies, techniques, trade practices, finances, accounting methods, methods of operations, trade secrets or other data. The obligations set forth above in this Section shall not affect EPL IT's ownership Xxxxxxx acknowledges that he has surrendered and delivered to Glimcher all property of Inventions (as defined in Section 5) Glimcher, including any and all intellectual property rights thereinpersonal property, computer equipment, electronically stored data, information relating in any way to existing or EPL IT's full exercise prospective tenants or real estate purchasers or sellers, manuals, policies, blueprints, operating plans, books, and similar items (including all copies thereof in his possession, but excepting those then in the custody of those Inventions his legal counsel) that contain information regarding the business of Glimcher. By returning this signed Agreement to Glimcher, Xxxxxxx warrants and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationrepresents that Xxxxxxx has fulfilled his obligations under this Paragraph.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain hold Confidential Proprietary Information of the other in strict confidencethe strictest confidence and shall not disclose it to anyone other than those employees and agents performing services for or in support if this Agreement and who have a need to know, and then only to the extent necessary, in order to carry out the terms of this Agreement, or to accreditation authorities, to the extent necessary. Confidential Proprietary Information may not disclose be used in any way not specifically allowed under this Agreement, including in each party’s own business, whether or distribute not competitive with the other party. The party in possession of or otherwise with access to the other party’s Confidential Proprietary Information shall employ such processes and take such care as to safeguard the confidentiality of such Confidential Proprietary Information. Each party will promptly notify the other of any third person loss or accidental or unauthorized disclosure of the other’s Confidential Proprietary Information. Upon termination of this Agreement, the recipient of Confidential Proprietary Information shall promptly deliver to the other party any and all such Confidential Proprietary Information of the other party in its possession or under its control, and any copies made thereof, except as otherwise provided for by the express prior written permission of the party to whom the Confidential Proprietary Information belongs. The parties recognize that no remedy of law may be adequate to compensate a party for a period breach of three (3) years from the date provisions of disclosure (except with respect this Section 10.5; therefore, the parties agree that a party may seek temporary or permanent injunctive relief against the party breaching this provision, in addition to trade secretsall other remedies to which either is otherwise entitled, and this provision in no way limits such other remedies of the parties. Such temporary or permanent injunctive relief may be granted without bond, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either each party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationwaives.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each 11.1 During the Contract Term, either party may provide the other with access to and/or allow them to become familiar with various aspects of their Confidential Information. Both parties shall maintain hold all revealed Confidential Information which has been provided in strict confidence, and shall not use in any way or disclose or distribute to any third person any Confidential Information directly or indirectly to any other party and such information shall be used by Licensor only in those facilities where Licensed Products are manufactured and only in connection with the manufacture, use and sale of Licensed Products. All records, files, documents, information, data and other similar items relating to either party’s business operations, regardless of who prepared them and which are not otherwise in the public domain, shall remain the exclusive property of the other party for a period of three (3) years owning party. 11.2 Apart from the date license granted herein to use the EnteraGam Marks, and the EnteraGam URL in connection with the advertising, promotion, sale, offering for sale and distribution of disclosure (except with respect to trade secretsLicensed Products, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include grant Licensee any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to rights whatsoever in the Confidential Information of the disclosing partyLicensor under any of Licensor’s patent(s), patent application(s), trademark(s), trademark application(s), copyrights, copyright application(s), service xxxx(s), URL(s), website(s), or (v) is required to be disclosed by lawproprietary technology or any other rights in the EnteraGam Marks, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedyEnteraGam URL not granted herein. The obligations set forth above in use of any proprietary information outside the scope of this Section shall not affect EPL IT's ownership grant of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise license is considered a material breach of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Informationthis Agreement. All Inventions shall constitute EPL IT’s Confidential InformationLICENSEE SHALL NOT USE ANY PROPRIETARY INFORMATION OUTSIDE THE SCOPE OF THIS GRANT OF LICENSE. LICENSOR DOES NOT GRANT LICENSEE ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSOR BY VIRTUE OF THIS AGREEMENT OR OTHERWISE. LICENSEE DOES NOT GRANT LICENSOR ANY RIGHTS WHATSOEVER IN THE CONFIDENTIAL INFORMATION OF LICENSEE BY VIRTUE OF THIS AGREEMENT OR OTHERWISE.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party a. During his employment with the Company and during the Term, the Company has disclosed and will disclose to Consultant or place Consultant in a position to have access to information not generally known and proprietary to the Company about the business, services and products of the Company and its subsidiaries and/or divisions. By way of illustration and not limitation, such information shall maintain include information relating to products, processes, know-how, designs, formulas, methods, development or experimental work, improvements, discoveries, plans for research, new products, marketing and selling strategies and plans, business plans, budgets and unpublished financial information or statements, licenses, prices, products and components costs and margins, suppliers and customer identities and contacts (and lists of same), and information regarding the skills and compensation of other employees of the Company. All such information described in the immediately preceding sentences, together with all non-public information relating to the terms and conditions of Consultant’ employment with the Company, is collectively referred to in this Agreement as “Confidential Information.” Consultant hereby acknowledges and agrees that all Confidential Information shall be maintained in strict confidenceconfidence by Consultant and shall be used only for the purpose of performing his duties pursuant to this Agreement, and not disclose or distribute to any third person any that no such Confidential Information shall be otherwise used or disclosed by Consultant during or after the Term without the prior written consent of the Company. Upon execution of this Agreement, Consultant will deliver to the Company all Confidential Information and other party documents, records, notebooks, customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company and its subsidiaries and/or divisions, or the business of the Company and its subsidiaries and/or divisions (including all copies thereof) in Consultant’s possession, whether prepared by Consultant or others, unless such Confidential Information is needed to perform the Services. b. Consultant agrees that all rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company and its subsidiaries and/or divisions, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Consultant has or may discover, invent, or originate during the Term, and for a period of three twelve (312) years from months thereafter, either alone or with others and whether or not during working hours or by the date use of disclosure the facilities of the Company and its subsidiaries and/or divisions (except with respect to trade secrets“Inventions”), which shall be kept the exclusive property of the Company. Consultant shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its rights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Consultant hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions. c. Except to the extent disclosed in the Company’s public filings with the Securities and Exchange Commission (the “SEC”) pursuant to the SEC’s rules and regulations, Consultant agrees that all terms and conditions contained in this Agreement are to remain strictly confidential until no longer qualifying and cannot be disclosed to anyone other than his spouse, attorneys, and accountant who shall be advised of this provision and agree to it before any disclosure to them is made. The confidentiality of the terms and conditions contained herein is part of the consideration inducing the Company to enter into this Agreement. In the event Consultant or his spouse, attorneys, or accountant breach the promises contained in this Section 5.c., Consultant shall be liable for any damages, including any attorneys’ fees and costs incurred as a trade secret)result of such breach. “Confidential Information” Any such action permitted to the Company by the foregoing, however, shall mean the information disclosed by either party not affect or impair any of Consultant’s obligations or promises made pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by including, without limitation, the disclosing party, (b) if disclosed in oral form, identified as confidential at the time release of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined claims in Section 5) 4, the Release of Claims in the form attached hereto as Exhibit “A” and all intellectual property rights therein, or EPL IT's full exercise of those Inventions the covenants contained in Sections 5 and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information6.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party 4.1. As used herein, the term “Proprietary Information” means any information, technical data, personal data, commercial and business data or know-how (including, but not limited to, information relating to products, soiware, services, development, inven- tions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) dis- closed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) ei- ther directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. 4.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall maintain treat such Proprietary Information in strict confidenceconfidence with the same degree of care applied to its own Proprietary Information of like importance, and which it does not disclose wish to disclose, publish, or distribute disseminate to third parties. 4.3. In no event, will the Recipient Party divulge, in whole or in part, such information to any third person any Confidential Information party without the prior written consent of the Disclosing Party. The Recipi- ent Party may disclose the Proprietary Information to the extent required by a valid order by a court or other party for governmental body or by applicable law; provided, howev- er, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a period of three (3) years from the date of disclosure (except with respect reasonable opportunity to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant object to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure. 4.4. Notwithstanding any other provisions of this Agreement, or (c) of such a nature as to put a reasonable each party on notice as to the confidentiality of the information disclosed. Confidential acknowledges that Proprietary Information does shall not include any information that: (i) entered is already known to the public domain Recipient Party at the time of disclosure, or becomes publicly known through no fault wrongful act of the receiving partyRecipient Party’s part; (ii) is rightfully received by the receiving party Recipient Party from a third party without similar non-disclosure obligationsbreach of this Agreement; (iii) is already known to the receiving party prior to disclosure indepen- dently developed by the disclosing partyRecipient Party without benefit of information received un- der this Agreement; (iv) is independently developed furnished to a third party by the receiving party Disclosing Party without reference a restriction on the third party’s right to the Confidential Information of the disclosing party, disclose it; or (v) is required explicitly approved for re- lease by written authorization by the Disclosing Party. 4.5. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to be disclosed by law, provided return all Proprietary Information in its possession. 4.6. The Recipient Party acknowledges that the party intending Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that mone- tary damages would be inadequate to make compensate the Disclosing Party for such required disclosure a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedybe 4.7. The obligations set forth above in of the Recipient Party under this Section shall not affect EPL IT's ownership survive termination or nonrenewal of Inventions (as defined in Section 5) this Agreement for a period of five years. For the avoidance of doubt, the End-Customer and all intellectual property rights therein, or EPL IT's full exercise distributor lists of those Inventions disclosed for the Distributor shall be deemed to constitute Proprietary Information under this Agreement and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationis owned by the Company.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party (a) As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. (b) Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall maintain treat such Proprietary Information in strict confidenceconfidence with the same degree of care applied to its own Proprietary Information of like importance, and which it does not disclose wish to disclose, publish, or distribute disseminate to third parties. (c) In no event will the Recipient Party divulge, in whole or in part, such information to any third person any Confidential Information party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other party for governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a period of three (3) years from the date of disclosure (except with respect reasonable opportunity to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant object to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure. (d) Notwithstanding any other provisions of this Agreement, or (c) of such a nature as to put a reasonable each party on notice as to the confidentiality of the information disclosed. Confidential acknowledges that Proprietary Information does shall not include any information that: (i) entered is already known to the public domain Recipient Party at the time of disclosure, or becomes publicly known through no fault wrongful act of the receiving partyRecipient Party’s part; (ii) is rightfully received by the receiving party Recipient Party from a third party without similar non-disclosure obligationsbreach of this Agreement; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without reference a restriction on the third party’s right to the Confidential Information of the disclosing party, disclose it; or (v) is required explicitly approved for release by written authorization by the Disclosing Party. (e) It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to be disclosed by law, provided return all Proprietary Information in its possession. (f) The Recipient Party acknowledges that the party intending Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to make compensate the Disclosing Party for such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedybreach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. (g) The obligations set forth above in of the Recipient Party under this Section 6 shall not affect EPL IT's ownership survive termination or nonrenewal of Inventions this Agreement for a period of thee (as defined in Section 53) years. For the avoidance of doubt, the customer and all intellectual property rights therein, or EPL IT's full exercise sub-distributor lists of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions Distributor shall be deemed to constitute EPL IT’s Confidential InformationProprietary Information under this agreement.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party 4.1. As used herein, the term “Proprietary Information” means any information, technical data, personal data, commercial and business data or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. 4.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall maintain treat such Proprietary Information in strict confidenceconfidence with the same degree of care applied to its own Proprietary Information of like importance, and which it does not disclose wish to disclose, publish, or distribute disseminate to third parties. 4.3. In no event, will the Recipient Party divulge, in whole or in part, such information to any third person any Confidential Information party without the prior written consent of the Disclosing Party. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other party for governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a period of three (3) years from the date of disclosure (except with respect reasonable opportunity to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant object to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure. 4.4. Notwithstanding any other provisions of this Agreement, or (c) of such a nature as to put a reasonable each party on notice as to the confidentiality of the information disclosed. Confidential acknowledges that Proprietary Information does shall not include any information that: (i) entered is already known to the public domain Recipient Party at the time of disclosure, or becomes publicly known through no fault wrongful act of the receiving partyRecipient Party’s part; (ii) is rightfully received by the receiving party Recipient Party from a third party without similar non-disclosure obligationsbreach of this Agreement; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without reference a restriction on the third party’s right to the Confidential Information of the disclosing party, disclose it; or (v) is required explicitly approved for release by written authorization by the Disclosing Party. 4.5. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to be disclosed by law, provided return all Proprietary Information in its possession. 4.6. The Recipient Party acknowledges that the party intending Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to make compensate the Disclosing Party for such required disclosure a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall promptly notify be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the other party of such intended disclosure in order to allow such party to seek a protective order Recipient Party, without showing or other remedyproving any actual damages sustained by the Disclosing Party. 4.7. The obligations set forth above in of the Recipient Party under this Section shall not affect EPL IT's ownership survive termination or nonrenewal of Inventions (as defined in Section 5) this Agreement for a period of five years. For the avoidance of doubt, the End-Customer and all intellectual property rights therein, or EPL IT's full exercise distributor lists of those Inventions disclosed for the Distributor shall be deemed to constitute Proprietary Information under this Agreement and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationis owned by the Company.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party Except as provided elsewhere in this Agreement, all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), shall maintain in strict confidencebe deemed to be confidential and proprietary (“Proprietary Information”). 8.1. The definition of Proprietary Information includes, but is not limited to marketing plans, sales proposals, products, services, vendors, training manuals, sales scripts, names of investors, donor information, fundraising information, business strategies, financial information, forecasts, personnel information, customer lists, operating procedures, pricing policies, strategic plans, intellectual property, and all information of third parties that Disclosing Party has an obligation to keep confidential, or individually identifiable information about an employee or contractor of a Disclosing Party, including but not disclose or distribute limited to any third person individually identifiable health or financial information. The Receiving Party acknowledges and agrees that in any Confidential proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the Receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the Receiving Party. Other than as specifically provided herein, the Receiving Party shall make no disclosure of any Proprietary Information of the other party for a period Disclosing Party without the express written consent of three (3the Disclosing Party, unless the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information. In that event, the Receiving Party understands that the Disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request(s) years from the date to disclose. 8.2. The definition of disclosure (except with respect to trade secrets, which shall Proprietary Information excludes information that can be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is demonstrated as: (a) stamped or otherwise marked as being confidential by previously known to the disclosing partyReceiving Party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized independently developed by the disclosing Receiving Party, (c) acquired from a third party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosurenot under similar non-disclosure obligations to the Disclosing Party, or (cd) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered acquired through the public domain through no fault of the receiving party; (ii) is rightfully received breach by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information Receiving Party of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential InformationAgreement.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain in strict confidence, and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. The parties expressly acknowledge that they may reveal certain Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5paragraph (b) below) to the other in performance of this Agreement and agree not to, nor allow its officers, affiliates, employees or agents to, convey any confidential information to any third party, except as may be required under the terms of this Agreement. Pacific Mutual agrees that names, addresses, and other information as to customers or policyholders given to it by Xxxxx Xxxxxx is Confidential Information owned by Xxxxx Xxxxxx and shall not be disclosed to any person not a party to this Agreement without Xxxxx Barney's prior written approval. Selling Entities acknowledge that information pertaining to any Distributor program or service is proprietary in nature and belongs exclusively to Distributor. (b) Each party acknowledges and agrees that any and all information emanating from the other's business in any form is "Confidential Information", and each party agrees that it will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person (other than an employee, agent or representative of the other party, or any service provider retained by any party which has been instructed with respect to the confidential nature of the confidential information, who must have such information for the performance of its obligation hereunder), unless such duplication, use or disclosure is specifically authorized by the other party in writing prior to any disclosure. Each party shall instruct any service provider retained by it when information is "Confidential Information" as defined herein and advise them to maintain its confidentiality. Each party shall use reasonable diligence, and in no event less than that degree of care which such party uses in respect to its own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of such information to any third party. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationdesignations that appear in the original versions.