Common use of Confidentiality; Access Clause in Contracts

Confidentiality; Access. (a) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, MetLife shall not, and shall cause the MetLife Group, their respective Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any Company Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the Company Group under this Agreement or any Transaction Document, then the Company Confidential Information so used or disclosed shall be used only as required to perform such services. The MetLife Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. (b) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, the Company shall not, and shall cause the Company Group, its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to MetLife or any other member of the MetLife Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any MetLife Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the MetLife Group under this Agreement or any Transaction Document, then the MetLife Confidential Information so used or disclosed shall be used only as required to perform such services. The Company Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the MetLife Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. (c) If MetLife or its Affiliates, on the one hand, or the Company or its Affiliates, on the other hand, are requested or required (by rule, regulation, oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or self-regulatory authority, or pursuant to applicable Law, to disclose or provide any Company Confidential Information or MetLife Confidential Information, as applicable, the entity or person receiving such request or demand shall use all reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable, and to the extent permitted by Law, under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order or other appropriate remedy. The Party receiving such request or demand agrees to take, and cause its Representatives to take, at the requesting Party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide, without liability hereunder, only that portion of any Company Confidential Information or MetLife Confidential Information, as the case may be, to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. (d) From and after the Separation until the twelve (12) month anniversary of the Separation Date, each of MetLife and the Company (in such capacity, the “Access Party”) shall afford to the other and its Representatives reasonable access upon reasonable notice during normal business hours, at the sole cost and expense of such other Party, to any MetLife Employee or Company Employee, as applicable, who, prior to the Separation Date, worked for or on behalf of such other Party or performed any services in respect of the other Party’s respective businesses (in such capacity an “Other Party Employee”) solely for the purpose of assisting such other Party in receiving information with respect to such other Party, to the extent reasonably required by such other Party, including technical know-how, from such Other Party Employee arising solely from such Person’s capacity as an Other Party Employee. The Access Party shall reasonably cooperate with such other Party, at such other Party’s sole cost and expense, to furnish such access and information; provided that such access does not unreasonably interfere with the conduct of the business of the Access Party or any of its Affiliates. Without limiting the terms thereof, Sections 5.2(a) – (c) shall govern the obligations of such other Party and its Representatives with respect to all information of any type furnished or made available to them pursuant to this Section 5.2(d).

Confidentiality; Access. (a) From If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. The parties hereto each acknowledge that certain Confidential Information is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and binding upon the parties hereto. If the transactions contemplated hereby are not consummated, the parties shall continue to be bound by the provisions of the Confidentiality Agreement in accordance with the terms thereof. Effective as of the Closing, the Confidentiality Agreement shall terminate. (b) The Seller Parties acknowledge that the success of the Business after the SeparationClosing depends upon the continued preservation of the confidentiality of certain Confidential Information possessed by Seller as of the date of this Agreement, subject that the preservation of the confidentiality of such Confidential Information by the Seller Parties is an essential premise of the bargain between the Seller Parties and Buyer, and that Buyer would be unwilling to Section 5.2(c) and except as contemplated by enter into this Agreement or any Transaction Documentin the absence of this Section 4.1. Buyer acknowledges that the success of the Business prior to the Closing and, MetLife shall notto the extent the Closing fails to occur, following the termination of this Agreement, depends upon Buyer’s preservation of the confidentiality of the Confidential Information disclosed to Buyer hereunder, and that the success of the Excluded Business after the Closing depends upon the continued preservation of the confidentiality of certain Confidential Information made available to Buyer as of the date of this Agreement, and that the Seller Parties would be unwilling to enter into this Agreement in the absence of this Section 4.1. Accordingly, each party hereby agrees that neither it nor any of its Representatives shall, and that each party shall cause the MetLife Group, their respective its Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “Representatives”), Representatives not to, at any time on or after the date of this Agreement, directly or indirectly, disclosewithout the prior written consent of the disclosing parties, revealdisclose or use, divulge any Confidential Information of the other party involving or communicate relating to the Business or the Excluded Business; provided, however, that the information subject to the foregoing provisions of this sentence will not include any Person information generally available to, or known by, the public (other than Representatives as a result of disclosure in violation hereof); and provided further that the provisions of this Section 4.1 will not prohibit any disclosure (i) required by any applicable Law so long as reasonable prior notice is given of such Party or of its Affiliates who reasonably need disclosure and a reasonable opportunity is afforded to know contest the same (and, if such information disclosure is in providing services fact required, the disclosing party discloses Confidential Information solely to any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third partyextent required by applicable Law), any Company Confidential Information. If any uses or disclosures are (ii) made in connection with providing services the enforcement of any right or remedy relating to any member of the Company Group under this Agreement or any Transaction Documentthe transactions contemplated hereunder, then (iii) by Buyer of confidential or proprietary information of the Company Confidential Information so used Business following the Closing or disclosed shall be used only as (iv) by the Seller Parties to the extent required to perform such servicesoperate the Business in the ordinary course of business prior to Closing or to comply with the conditions to the Closing set forth in Article VII. The MetLife Group shall use the same degree of care to prevent and restrain the unauthorized use Each party agrees that it will be responsible for any breach or disclosure violation of the Company Confidential Information provisions of this Section 4.1 by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. (b) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, the Company shall not, and shall cause the Company Group, its Affiliates and their respective or Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to MetLife or any other member of the MetLife Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any MetLife Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the MetLife Group under this Agreement or any Transaction Document, then the MetLife Confidential Information so used or disclosed shall be used only as required to perform such services. The Company Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the MetLife Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. (c) If MetLife or its Affiliates, on During the one hand, or the Company or its Affiliates, on the other hand, are requested or required (by rule, regulation, oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or self-regulatory authority, or pursuant to applicable Law, to disclose or provide any Company Confidential Information or MetLife Confidential Information, as applicableInterim Period, the entity or person receiving such request or demand shall use all Seller Parties will, during normal business hours and upon reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable, and to the extent permitted by Law, under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order or other appropriate remedy. The Party receiving such request or demand agrees to take, and cause its Representatives to takeprior notice, at the requesting PartyBuyer’s expense, all other and upon Buyer’s reasonable steps necessary request (i) provide to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide, without liability hereunder, only that portion of any Company Confidential Information or MetLife Confidential Information, as the case may be, to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. (d) From and after the Separation until the twelve (12) month anniversary of the Separation Date, each of MetLife and the Company (in such capacity, the “Access Party”) shall afford to the other Buyer and its Representatives reasonable access upon reasonable notice during normal business hours, at the sole cost and expense of such other Party, to any MetLife Employee or Company Employee, as applicable, who, prior to the Separation Datepremises, worked for or on behalf of such other Party or performed any services in respect property, books and records of the Business, (ii) furnish to Buyer and its representatives financial information, operating data and other Partyinformation pertaining to the Business, (iii) make available for inspection and copying by Buyer copies of any documents relating to the foregoing (at Buyer’s respective businesses expense), (in such capacity an “Other Party Employee”iv) solely for permit Buyer and its representatives to conduct reasonable interviews of executive officers of the purpose of assisting such other Party in receiving Business, and (v) provide Buyer reasonable access to, and shall make its employees reasonably available for, general informational meetings, and the Seller Parties shall provide information reasonably requested to facilitate Buyer’s integration activities with respect to the Business, including facilitation of Buyer dropping off supplies, and performing such other Partyrelated activities as are reasonably necessary in order to transition the Business immediately upon Closing; provided, however, that (A) Buyer shall exercise its right under this Section 4.1(c) in such a manner as to the extent reasonably required by such other Party, including technical know-how, from such Other Party Employee arising solely from such Person’s capacity as an Other Party Employee. The Access Party shall reasonably cooperate with such other Party, at such other Party’s sole cost and expense, to furnish such access and information; provided that such access does not unreasonably interfere with the conduct operations of the business Business, and (B) the Seller Parties may limit such access described in clauses (i) through (iv) above to the extent such access (I) could violate any applicable Laws, including any Antitrust Laws, (II) may give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable or (III) would be in breach of any confidentiality obligation, commitment or provision by which any Seller Parties or the Business, as applicable, is bound or affected as of the Access Party Agreement Date, which confidentiality obligation, commitment or any provision shall be disclosed to Buyer. The access provided hereunder shall include the right to conduct environmental sampling of its Affiliates. Without limiting the terms thereofTransferring Real Property with the prior approval of Seller, Sections 5.2(a) – (c) which shall govern the obligations of such other Party and its Representatives with respect to all information of any type furnished not be unreasonably withheld, conditioned or made available to them pursuant to this Section 5.2(d)delayed.

Confidentiality; Access. (a) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, MetLife Buyer shall notcomply with, and shall cause its Affiliates to comply with, all of its obligations under the MetLife Groupconfidentiality agreement, their respective Affiliates and their respective officersdated as of May 17, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing 2024 (collectively, the “RepresentativesConfidentiality Agreement”), not to, directly or indirectly, disclose, reveal, divulge or communicate between Integer Holdings Corporation and Buyer with respect to any Person other than Representatives of such Party or of its Affiliates who reasonably need information relating to know such information in providing services to any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any Company Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the Company Group under this Agreement Seller or any Transaction DocumentSeller Affiliate, then which Confidentiality Agreement shall remain in full force and effect following the Company Confidential Information so used or disclosed shall be used only as required to perform such services. The MetLife Group shall use the same degree Closing Date and survive any termination of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of carethis Agreement. (b) From Subject to the terms of the Confidentiality Agreement and after the Separation, subject other confidentiality obligations and similar restrictions that may be applicable to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, the Company shall not, and shall cause the Company Group, its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to MetLife or any other member the possession of the MetLife Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any MetLife Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the MetLife Group under this Agreement or any Transaction Document, then the MetLife Confidential Information so used or disclosed shall be used only as required to perform such services. The Company Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the MetLife Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. (c) If MetLife or its Affiliates, on the one hand, Seller or the Company or its Affiliatesthat has been furnished by third parties from time to time, on during the other hand, are requested or required (by rule, regulation, oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or self-regulatory authority, or pursuant to applicable Law, to disclose or provide any Company Confidential Information or MetLife Confidential Information, as applicable, period following the entity or person receiving such request or demand shall use all reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable, date hereof and prior to the extent permitted by LawClosing, under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order or other appropriate remedy. The Party receiving such request or demand agrees to take, and cause its Representatives to take, at the requesting Party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide, without liability hereunder, only that portion of any Company Confidential Information or MetLife Confidential Information, as the case may be, to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. (d) From and after the Separation until the twelve (12) month anniversary of the Separation Date, each of MetLife and the Company (in such capacity, the “Access Party”) shall afford to the other and its Representatives reasonable access upon reasonable notice and during normal business hours, at Seller will (i) afford the sole cost officers, employees and expense Representatives of such other Party, to any MetLife Employee or Company Employee, as applicable, who, prior Buyer reasonable access to the Separation Dateoffices, worked for or on behalf of such other Party or performed any services in respect properties, senior executives, and books and records of the Company, and (ii) furnish to the officers, employees and Representatives of Buyer such additional financial and operating data and other Party’s respective businesses (in such capacity an “Other Party Employee”) solely for information regarding the purpose of assisting such other Party in receiving information with respect to such other Partyassets, properties and business to the extent related to the Company as Buyer may from time to time reasonably required request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions contemplated by such other Party, including technical know-how, from such Other Party Employee arising solely from such Person’s capacity as an Other Party Employee. The Access Party shall reasonably cooperate with such other Party, at such other Party’s sole cost and expense, to furnish such access and informationthis Agreement; provided that (A) any such access does shall be conducted in such a manner as not to interfere unreasonably interfere with the conduct operations of the business Company; (B) neither Buyer nor any of its Representatives shall contact or have any discussions with any of the Access Party officers, employees, landlords/sub-landlords, customers or suppliers of the Company or Seller without the prior written consent of Seller and without the presence of a representative of the Company or Seller; (C) Buyer shall be responsible for any damage to any Real Property owned or leased by the Company or Seller, or any other assets or property of the Company or Seller caused by Buyer or any of its Affiliates. Without limiting Representatives; (D) neither the terms Company nor Seller shall be required to disclose any information related to the sale of the Company or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Company or its Representatives’ evaluation thereof, Sections 5.2(aincluding projections, financial or other information related thereto; (E) – Buyer shall have no right to perform invasive or subsurface investigation of the Company’s properties without the prior written consent of Seller, which consent may be withheld for any reason; and (cF) neither Seller nor the Company shall govern be required to confer, afford such access or furnish such copies or other information (x) to the obligations of such other Party and its Representatives with respect to all information extent that doing so would result in the breach of any type furnished confidentiality or made available similar agreement to them pursuant which Seller or the Company is a party as of the date of this Agreement, (y) that is competitively sensitive, or (z) the disclosure of which would reasonably be expected to this Section 5.2(d)result in the loss or impairment of attorney-client privilege.