Common use of Confidentiality and Confidential Information Clause in Contracts

Confidentiality and Confidential Information. Each party will maintain the confidentiality ‎of the terms of the transactions contemplated by this Agreement except that Buyer and Seller may ‎disclose the terms hereof to their employees with a need to know and to their legal, accounting, ‎financing or other advisors and potential or actual lenders and/or investors (provided such parties ‎agree to maintain the confidentiality of such information). All Confidential Information (as ‎defined below) disclosed by one party (or its employees, officers, agents or advisors) to another ‎party (or its employees, officers, agents or advisors) shall be treated by the receiving party with the ‎same degree of care, but not less than a reasonable degree of care, as the receiving party uses with ‎respect to its own similar information to protect the Confidential Information of the disclosing party ‎and to prevent any (a) use of Confidential Information that is not contemplated by this Agreement, ‎‎(b) dissemination of Confidential Information to any employee of a receiving party without a need ‎to know, (c) communication of Confidential Information to any third party (other than a receiving ‎party’s legal, accounting, financing or other advisors and its potential or actual lenders and/or ‎investors) or (d) publication of Confidential Information. For purposes of this Agreement, ‎‎”Confidential Information” is Trade Secrets; financial information and pricing; technical ‎information, such as research, development, procedures, algorithms, data, designs and know-how; ‎business information, such as strategies, operations, methods, planning, marketing interests and ‎products; the terms of this Agreement or any modification or amendment thereto; and the ‎proprietary or confidential information of any third party who may disclose such information to a ‎receiving party. The receiving party of any Confidential Information will ‎return or destroy (and confirm such destruction to the other party) all such data and information to ‎the respective source promptly upon written request therefor in the event that this Agreement is ‎terminated. This Section imposes no obligation upon a receiving party with respect to Confidential ‎Information that (i) was rightfully and lawfully known to the receiving party, free of any ‎obligation of confidentiality, as demonstrated by information in existence at the time of disclosure; ‎‎(ii) was independently developed by the receiving party without relying on the disclosing party’s ‎Confidential Information; (iii) was part of the public domain or has entered the public domain ‎through no action or inaction of the receiving party; (iv) was lawfully obtained by the receiving ‎party from a third party not under any obligation of confidentiality; or (v) disclosed with the prior ‎written approval of the disclosing party. If a 32 receiving party is required by a Governmental ‎Authority to disclose Confidential Information, the receiving party agrees to give the disclosing ‎party reasonable advance notice (unless prohibited by applicable Law) so that the disclosing party ‎may contest the disclosure or seek a protective order. If, in the absence of a protective order, other ‎legal remedy or the receipt of a waiver by the disclosing party, the receiving party or any of its ‎representatives are nonetheless, in the opinion of the receiving party’s legal counsel, legally ‎compelled to disclose Confidential Information of the disclosing party or else stand liable for ‎contempt or suffer other censure or penalty, the receiving party or its representative may, without ‎liability hereunder, disclose only that portion of the Confidential Information which such counsel ‎advises is legally required to be disclosed, provided that the receiving party exercises commercially ‎reasonable efforts to preserve the confidentiality of the Confidential Information including, without ‎limitation, by cooperating with the disclosing party (at the disclosing party’s expense) to obtain an ‎appropriate protective order or other reliable assurance that confidential treatment will be accorded ‎the Confidential Information. Each party acknowledges that the damages for improper disclosure of ‎Confidential Information may be irreparable; therefore, the injured party is entitled to seek ‎equitable relief, including injunction and preliminary injunction, in addition to all other remedies ‎available at Law or in equity. Insofar as any Confidential Information furnished to Buyer relates to ‎the Ethanol Plant or the Purchased Assets, Buyer will be released from its obligations under this ‎Section at the Effective Time, and thereafter Seller and its Affiliates shall no longer possess any ‎rights in or use of such Confidential Information.‎

Confidentiality and Confidential Information. Each party will maintain 6.1 The Parties (including relevant affiliates participating in the confidentiality ‎of Contract) acknowledge and agree that the terms clauses of the transactions contemplated by Contract and its annexes, as well as the information exchanged between the Parties in respect * Confidential treatment has been requested for certain portions omitted from this Agreement except that Buyer exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Seller may ‎disclose Exchange Commission. of the terms hereof to their employees with a need to know Contract (including information of investigation, technologies, product development, marketing plan, product, business and to their legal, accounting, ‎financing or other advisors and potential or actual lenders and/or investors (provided such parties ‎agree to maintain the confidentiality of such information). All Confidential Information (as ‎defined below) disclosed by one party (or its employees, officers, agents or advisors) to another ‎party (or its employees, officers, agents or advisorsotherwise) shall be treated by the receiving party with the ‎same degree of care, but not less than a reasonable degree of care, deemed as the receiving party uses with ‎respect to its own similar information to protect the “Confidential Information Information” of the disclosing party ‎and (hereinafter referred to prevent any (a) use as “Disclosing Party”). Exchange of the Confidential Information that is not contemplated to ensure the Parties to perform their respective duties and obligations hereunder. During the Term and one (1) year after the termination or rescission of the Contract, unless otherwise required by this Agreementapplicable laws, ‎‎(b) dissemination regulations or rules of Confidential Information to any employee of a receiving party without a need ‎to knowsecurity exchange firm, (c) communication of Confidential Information to any third party (other than a receiving ‎party’s legal, accounting, financing or other advisors and its potential or actual lenders and/or ‎investors) or (d) publication of Confidential Information. For purposes of this Agreement, ‎‎”Confidential Information” is Trade Secrets; financial information and pricing; technical ‎information, such as research, development, procedures, algorithms, data, designs and know-how; ‎business information, such as strategies, operations, methods, planning, marketing interests and ‎products; the terms of this Agreement or any modification or amendment thereto; and the ‎proprietary or confidential information of any third party who may disclose such information to a ‎receiving party. The receiving party of any Confidential Information will ‎return or destroy (and confirm such destruction to the other party) all such data and information to ‎the respective source promptly upon written request therefor in the event that this Agreement is ‎terminated. This Section imposes no obligation upon a receiving party with respect to Confidential ‎Information that (i) was rightfully and lawfully known to the receiving party, free of and its employees, attorneys, financial advisors, senior officers, directors and shareholders knowing the Confidential Information (hereinafter referred to as “Receiving Party”) may not use in any ‎obligation of confidentiality, as demonstrated by information in existence at way the time of disclosure; ‎‎(ii) was independently developed by the receiving party without relying on the disclosing party’s ‎Confidential Information; (iii) was part clauses of the public domain or has entered the public domain ‎through no action or inaction of the receiving party; (iv) was lawfully obtained by the receiving ‎party from a third party not under any obligation of confidentiality; or (v) disclosed with the prior ‎written approval of the disclosing party. If a 32 receiving party is required by a Governmental ‎Authority to disclose Confidential Information, the receiving party agrees to give the disclosing ‎party reasonable advance notice (unless prohibited by applicable Law) so that the disclosing party ‎may contest the disclosure or seek a protective order. If, in the absence of a protective order, other ‎legal remedy or the receipt of a waiver by the disclosing party, the receiving party Contract or any of its ‎representatives are nonetheless, in the opinion of the receiving party’s legal counsel, legally ‎compelled to disclose Confidential Information of the disclosing party or else stand liable for ‎contempt or suffer other censure or penalty, the receiving party or its representative may, without ‎liability hereunder, disclose only that portion of the Confidential Information which such counsel ‎advises is legally required disclosed by the Disclosing Party, nor disclose, divulge or inform to be disclosedany individual, provided that enterprise, company or entity, except with prior written consent of the receiving Disclosing Party. However, either party exercises commercially ‎reasonable efforts to preserve may disclose, divulge or inform the confidentiality clauses of the Contract or any of the Confidential Information includingdisclosed by the Disclosing Party to its affiliates if the affiliates undertake to keep confidential strictly pursuant to the Contract and they have to touch such information for performance of the Contract. Either party further agrees to perform due care obligation upon the Confidential Information disclosed by the other party pursuant to the Contract, without ‎limitationin order to avoid announcement or disclosure, by cooperating with a degree not less than the disclosing party (at the disclosing party’s expense) to obtain an ‎appropriate protective order or other reliable assurance that confidential treatment will be accorded ‎the due care upon its own Confidential Information. Each However, either party acknowledges that shall perform reasonable due care upon the damages for improper disclosure of ‎Confidential Information may be irreparable; therefore, the injured party is entitled to seek ‎equitable relief, including injunction and preliminary injunction, in addition to all other remedies ‎available at Law or in equity. Insofar as any Confidential Information furnished to Buyer relates to ‎the Ethanol Plant or the Purchased Assets, Buyer will be released from its obligations under this ‎Section at the Effective Time, and thereafter Seller and its Affiliates shall no longer possess any ‎rights avoid disclosure in or use case of such following circumstances. Confidential Information.‎Information excludes:

Confidentiality and Confidential Information. Each party I acknowledge that during the course of my employment, I will maintain the confidentiality ‎of the terms obtain, receive or gain access to certain valuable, proprietary or confidential information of the transactions contemplated by this Agreement except Company its affiliates and/or subsidiaries, that Buyer is not otherwise generally known to the public, relating or pertaining to the Company’s business, projects, products, customers, suppliers, inventions or trade secrets, including but not limited to: business and Seller may ‎disclose financial information; Company techniques, operations and methods of conducting business; computer programs, software and code, flowcharts, architecture, data structures, and data reporting methodologies; unpublished know- how, whether patented or unpatented; customer names, addresses, buying habits, needs and the terms hereof methods of fulfilling those needs; supplier names, addresses and pricing policies; information regarding the skills, ability and compensation of other employees; and Company pricing policies, profit margins, marketing strategies and research projects or developments relating to their employees with a need to know and to their legal, accounting, ‎financing or other advisors and potential any aspect of the present or actual lenders and/or investors anticipated business of the Company (provided such parties ‎agree to maintain hereinafter collectively the confidentiality of such information“Confidential Information”). All I further acknowledge that such Confidential Information (may be in oral, written or electronic form and need not be marked or identified as ‎defined below) disclosed by one party (or its employees, officers, agents or advisors) to another ‎party (or its employees, officers, agents or advisors) shall be treated by the receiving party “confidential.” I promise and agree that during my employment with the ‎same degree Company and at all times thereafter, I shall hold in strictest confidence and shall not publish, disclose or communicate any Confidential Information to any person or entity, except as required in connection with my work for the Company, and I shall not use or acquire for my own purposes or the purposes of careany others, but not less than a reasonable degree of careincluding any future employers or companies, as the receiving party uses with ‎respect to its own similar information to protect the any Confidential Information of the disclosing party ‎and to prevent any (a) use Company without the prior written approval of a duly authorized officer of the Company. Notwithstanding the foregoing, Company Confidential Information that is shall not contemplated by this Agreement, ‎‎(b) dissemination of Confidential Information to include any employee of a receiving party without a need ‎to know, (c) communication of Confidential Information to any third party (other than a receiving ‎party’s legal, accounting, financing or other advisors and its potential or actual lenders and/or ‎investors) or (d) publication of Confidential Information. For purposes of this Agreement, ‎‎”Confidential Information” is Trade Secrets; financial information and pricing; technical ‎information, such as research, development, procedures, algorithms, data, designs and know-how; ‎business information, such as strategies, operations, methods, planning, marketing interests and ‎products; the terms of this Agreement or any modification or amendment thereto; and the ‎proprietary or confidential information of any third party who may disclose such information to a ‎receiving party. The receiving party of any Confidential Information will ‎return or destroy (and confirm such destruction to the other party) all such data and information to ‎the respective source promptly upon written request therefor in the event that this Agreement is ‎terminated. This Section imposes no obligation upon a receiving party with respect to Confidential ‎Information that (i) was rightfully and lawfully publicly known or made generally available prior to the receiving partytime of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, free of any ‎obligation of confidentialitywithout confidentiality obligations, as demonstrated by information in existence at the time of disclosure; ‎‎(ii) was independently developed disclosure by the receiving party without relying on the disclosing party’s ‎Confidential Information; (iii) was part of the public domain or has entered the public domain ‎through no action or inaction of the receiving party; (iv) was lawfully obtained Company as shown by the receiving ‎party from a third party not under any obligation of confidentiality; or (v) disclosed with the prior ‎written approval of the disclosing party. If a 32 receiving party is required by a Governmental ‎Authority to disclose Confidential Information, the receiving party agrees to give the disclosing ‎party reasonable advance notice (unless prohibited by applicable Law) so that the disclosing party ‎may contest the disclosure or seek a protective order. If, in the absence of a protective order, other ‎legal remedy or the receipt of a waiver by the disclosing party, the receiving party or any of its ‎representatives are nonetheless, in the opinion of the receiving party’s legal counsel, legally ‎compelled to disclose Confidential Information of the disclosing party or else stand liable for ‎contempt or suffer other censure or penalty, the receiving party or its representative may, without ‎liability hereunder, disclose only that portion of the Confidential Information which such counsel ‎advises is legally required to be disclosed, provided that the receiving party exercises commercially ‎reasonable efforts to preserve the confidentiality of the Confidential Information including, without ‎limitation, by cooperating with the disclosing party (at the disclosing party’s expense) to obtain an ‎appropriate protective order or other reliable assurance that confidential treatment will be accorded ‎the Confidential Information. Each party acknowledges that the damages for improper disclosure of ‎Confidential Information may be irreparable; therefore, the injured party is entitled to seek ‎equitable relief, including injunction and preliminary injunction, in addition to all other remedies ‎available at Law or in equity. Insofar as any Confidential Information furnished to Buyer relates to ‎the Ethanol Plant or the Purchased Assets, Buyer will be released from its obligations under this ‎Section at the Effective Time, and thereafter Seller and its Affiliates shall no longer possess any ‎rights in or use of such Confidential Information.‎my then-contemporaneous written records.

Confidentiality and Confidential Information. Each The parties agree that the protection of confidential information is vital to the business success of both parties and thus they are desirous of detailing the duties and obligations of each party will maintain to ensure the confidentiality ‎of best protection of confidential information belonging to each party. The Confidential Information to be disclosed can be described as and includes, but is not limited to: Invention description(s), banking information, technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the terms time of the transactions contemplated by this Agreement except that Buyer and Seller may ‎disclose the terms hereof its disclosure. The recipient of Confidential Information shall limit disclosure of Confidential Information within its own organization to their its directors, officers, partners, members, employees with and/or independent contracts (collectively referred to as “affiliates”) having a need to know and know. This Agreement imposes no obligation upon the recipient of any Confidential Information with respect to their legal, accounting, ‎financing or other advisors and potential or actual lenders and/or investors (provided such parties ‎agree to maintain the confidentiality of such information). All any Confidential Information (as ‎defined belowa) that was in recipient’s possession before receipt from discloser; (b) is or becomes a matter of public knowledge through no fault of recipient; (c) is rightfully received by recipient from a third party not owing a duty of confidentiality to the discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, discloser; or (e) is independently derived by one party (recipient. In addition, CI shall not be liable for disclosure of Confidential Information if made pursuant to a bona fide government inquiry, investigation or its employees, officers, agents in response to a valid order of a court or advisors) to another ‎party (or its employees, officers, agents or advisors) authorized agency of a government. Nothing in this Agreement shall be treated by the receiving party with the ‎same degree of care, but not less than a reasonable degree of care, as the receiving party uses with ‎respect construed to its own similar information convey any title or ownership rights to protect the Confidential Information of the disclosing party ‎and to prevent any (a) use of Confidential Information that is not contemplated by this Agreement, ‎‎(b) dissemination of Confidential Information or to any employee of a receiving patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Confidential Information. Neither party without a need ‎to knowshall, (c) communication of in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party (other and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than a receiving ‎party’s legalthose precautions used to protect its own Confidential Information, accountingto prevent the theft, financing disclosure, and the unauthorized copying, reproduction or other advisors and its potential or actual lenders and/or ‎investors) or (d) publication distribution of the Confidential Information. For purposes Neither party shall reverse engineer any aspect of this Agreement, ‎‎”Confidential Information” is Trade Secrets; financial information and pricing; technical ‎information, such as research, development, procedures, algorithms, data, designs and know-how; ‎business information, such as strategies, operations, methods, planning, marketing interests and ‎products; the terms of this Agreement or any modification or amendment thereto; and the ‎proprietary or confidential information of any third party who may disclose such information to a ‎receiving party. The receiving party of any Confidential Information will ‎return or destroy (and confirm such destruction to the other party) all such data ’s Confidential Information including any software systems, programs or other electronic systems and information this prohibition prevents either party from any effort or attempt to ‎the respective source promptly upon written request therefor disassemble, decompile, or otherwise apply any procedure or process in the event that this Agreement is ‎terminated. This Section imposes no obligation upon a receiving party with respect order to Confidential ‎Information that (i) was rightfully and lawfully known to the receiving partyascertain, free of derive, and/or appropriate for any ‎obligation of confidentiality, as demonstrated by information in existence at the time of disclosure; ‎‎(ii) was independently developed by the receiving party without relying on the disclosing party’s ‎Confidential Information; (iii) was part of the public domain reason or has entered the public domain ‎through no action or inaction of the receiving party; (iv) was lawfully obtained by the receiving ‎party from a third party not under any obligation of confidentiality; or (v) disclosed with the prior ‎written approval of the disclosing party. If a 32 receiving party is required by a Governmental ‎Authority to disclose Confidential Informationpurpose, the receiving party agrees to give the disclosing ‎party reasonable advance notice (unless prohibited by applicable Law) so that the disclosing party ‎may contest the disclosure source code or seek a protective order. If, in the absence of a protective order, other ‎legal remedy or the receipt of a waiver by the disclosing party, the receiving party source listings or any of its ‎representatives are nonethelessalgorithm, process, procedure or trade secret information contained in the opinion of the receiving party’s legal counsel, legally ‎compelled to disclose Confidential Information of the disclosing party or else stand liable for ‎contempt or suffer other censure or penalty, the receiving party or its representative may, without ‎liability hereunder, disclose only that portion of the Confidential Information which such counsel ‎advises is legally required to be disclosed, provided that the receiving party exercises commercially ‎reasonable efforts to preserve the confidentiality of the Confidential Information including, without ‎limitation, by cooperating with the disclosing party (at the disclosing a party’s expense) to obtain an ‎appropriate protective order or other reliable assurance that confidential treatment will be accorded ‎the Confidential Information. Each party acknowledges that any unauthorized disclosure or use of the damages for improper disclosure of ‎Confidential Confidential Information may would cause the other party imminent irreparable injury and that such party shall be irreparable; therefore, the injured party is entitled to seek ‎equitable relief, including injunction and preliminary injunctionto, in addition to all any other remedies ‎available available at Law law or in equity. Insofar as any Confidential Information furnished to Buyer relates to ‎the Ethanol Plant or , temporary, preliminary, and permanent injunctive relief in the Purchased Assets, Buyer will be released from event the other party does not fulfill its obligations under this ‎Section at Section. Notwithstanding the Effective Timeprovisions of this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and thereafter Seller other contributions provided by one party to the other party improving an aspect of the Confidential Information shall be owned by the party that owns the improved Confidential Information and its Affiliates shall no longer possess the contributing party hereby agrees to assign any ‎rights in or use of such Confidential Information.‎rights to the receiving party.