Common use of Confidentiality and Data Protection Clause in Contracts

Confidentiality and Data Protection. A. Each Party covenants that, subject to the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. 10.1 Each Party covenants party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that, subject to the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will : (a) hold in strictest confidence non-public and proprietary information, whether written, oral is or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose becomes publicly known other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or through any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; or (iib) was in the other party's lawful possession before the disclosure; or (c) is rightfully obtained by lawfully disclosed to the receiving party from by a third party without restriction as to disclosure pursuant to applicable law or written agreementon disclosure; or (iiid) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated independently developed by the receiving party to have been previously developed independently and separately party, which independent development can be shown by the receiving party without use of the Disclosing Party’s Confidential Information.written evidence; or B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (ae) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable lawslaw, (iii) by any court of competent jurisdiction or by any regulatory or administrative body. 10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the extent permissibleother's Confidential Information for any purpose other than the implementation of this agreement. 10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 10.4 Neither party shall be responsible for any loss, request to restrict the further destruction, alteration or disclosure of Confidential Information caused by any third party. 10.5 The Customer acknowledges that the Software, the results of any performance tests of the Software and the Services constitute the Supplier's Confidential Information. 10.6 The Supplier acknowledges that the Customer Data is the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by of the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosureCustomer. D. Each Party shall only use 10.7 The Customer consents to the other Parties’ namesSupplier holding and processing data relating to legal, personnel, administrative and management purposes and in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save particular for the documentation processing of any “sensitive personal data” as defined in GDPR compliance and in the Data Protection Act 2018 relating to the Customer or the customers end users and the Supplier shall adhere to its obligations under the Data Protection Act 2018 and the Customer consents to the Supplier making such information available to the Local Authorities, Governmental or Quasi Governmental organisations or other communications which are for companies in its group or to those who provide products or services to the other Parties’ internal purposes onlySupplier as advisors. The Customer consents to the transfer of such information outside the European Economic Area to meet its obligations under this agreement. 10.8 This clause 10 shall survive termination of this agreement, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Partyhowever arising.

Confidentiality and Data Protection. A. Each Party covenants that, subject to the proviso at the end 7.1 During and after termination of this sentenceAgreement, during neither party shall, without the effectiveness prior written consent of this Agreement the other party, use or disclose to any other person (other than disclosure by Licensor to its Associates, agents and for two (2sub-contractors) years following any information of the other party which is identified as confidential or which would be regarded as confidential by a reasonable person. Each party shall on demand and on termination of this Agreement destroy or surrender to the other party all materials relating to such confidential information in accordance with its termsor its personnel's, it will agents' or representatives' possession. 7.2 Customer acknowledges that Licensor may: (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (process personal data as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereofcontroller for account management purposes; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employmentcollect technical data (including version numbers, contractual or professional duty to keep Confidential Information confidential (collectively usage counts, processing times and error logs) for the “Designated Persons”) purpose of performance analysis, evaluating feature usage, and to cause product enhancement, as further described in the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Personsprivacy notice at xxx.xxxxxxxx.xxx/xxxxxxx. C. When disclosure 7.3 Unless expressly permitted in the relevant Product Terms, Customer shall not make personal data available to Licensor for processing on Customer’s behalf without Licensor’s express written consent. In any event, Customer shall not share data concerning criminal convictions and offences, payment cards and accounts (other than for payment of Confidential Information amounts due under this Agreement), special categories of data defined in Article 9 GDPR, classified information, nor information subject to ITAR or its foreign counterparts. 7.4 Customer is solely responsible for: (a) maintaining and securing any passwords and licence keys relating to the Product or Customer’s accounts; and (b) its usage of the Disclosing Party is required by law (including legal process), governmental regulation Product in accordance with applicable privacy laws (including, without limitationwhere applicable, any applicable securities exchange regulations)providing guidance on the categories of data that its Users may collect or enter via Product text fields, any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required providing privacy notices to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, natureUsers, and purpose of such disclosurecollecting consents where required). 7.5 Software should only be connected to a network where strictly necessary for its operation. Customer is solely responsible for securing its equipment and network against loss, corruption, and unauthorised access by using appropriate technical and organisational methods (ii) only disclose such Confidential Information as is required to be disclosed by applicable lawsincluding firewalls, (iii) to strong passwords, multi-factor authentication, encryption, and anti-malware solutions). 7.6 Customer acknowledges that security threats emerge over time and that accordingly it should always use the extent permissible, request to restrict the further disclosure latest version of the Confidential Information required Product and install security updates promptly to be disclosedreduce the risk of security vulnerabilities. Customer may request information and costs (if applicable) for the latest available updates, upgrades, and (ivwhere available) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosuretechnical support packages for re-programming and configuration. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants that, subject to the proviso at the end of this sentence, during the effectiveness of this Agreement 11.1 The Parties will keep confidential any and for two (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating all Confidential Information that they may acquire pursuant to this Agreement or received by a Agreement. 11.2 Neither Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not will use the Confidential Information for any purpose other than to fulfill perform its obligations pursuant under this Agreement. Each Party will ensure that its officers and employees comply with the provisions of this Clause 11. 11.3 The Parties shall comply with the Data Protection Laws applicable to this Agreement orthem and shall not, with respect to Imation by any act or omission, put the other Party in breach of any of its Designated Persons the Data Protection Laws (in so far as such laws are applicable to the other Party) in connection with this Agreement. 11.4 Where, in connection with this Agreement, SCC acts as the Customer’s data processor (as defined below)in the DPA) and processes personal data (as defined in the DPA) for and on behalf of the Customer, for evaluation SCC shall: (a) process those personal data only on the instructions and with the prior approval of the Customer; (b) implement appropriate technical and organisational measures to protect those personal data against accidental or investment purposesunlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against other unlawful forms of processing; (ec) not use shall upon written request from the Disclosing Party’s Confidential Information Customer from time to copy or reverse engineer, or attempt to derive time inform the composition or underlying information or structure Customer of the Disclosing Party; provided, that measures it has taken to comply with the restriction set forth in this clause (e) shall survive the termination provisions of this Agreement indefinitely. Notwithstanding Clause 11.4 and will at its own cost implement any further steps that are necessary for compliance with the foregoing, “Confidential Information” does not include any information which: DPA; and (d) provide co-operation and assistance to the Customer in: (i) is allowing data subjects (as defined in the public domain at DPA) to have access to those data and/or to ensure that those data are deleted or corrected if they are incorrect (or, if the time of disclosure or becomes available thereafter Customer does not agree that they are incorrect, to have recorded the public without restriction, and in either case not as a result of fact that the act or omission of data subject considers the receiving partydata to be incorrect); and (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law complying with any order, notice, assessment or written agreement; (iii) is lawfully in the possession other instruction of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization Office of the Disclosing Party; Information Commissioner or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Informationany similar or equivalent body. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants thatConfidentiality Obligations 11.1 Information that comes into the possession of the Parties in connection with the Contract and the implementation of the Contract shall be deemed to be confidential and be kept confidential, subject and shall not be disclosed to any third-party without the consent of the other Party. 11.2 The Parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, the Confidential Information. 11.3 The confidentiality obligation shall apply to the proviso at employees, Sub-Contractors, and other third- parties who act on behalf of the end Parties in connection with the implementation of the Contract. The Parties may only transmit Confidential Information to such Sub-Contractors and third- parties to the extent as may be necessary for the implementation of the Contract, provided always that they are subjected to a confidentiality obligation corresponding to that stipulated in this Clause 11.0 and the non-disclosure agreement in Appendix 10, if executed. 11.4 The confidentiality obligation shall not prevent the Parties from utilising experience and competency developed in connection with the implementation of the Contract. 11.5 Subject to this Clause, the confidentiality obligations contained herein shall be perpetual and shall survive the termination or expiry of this sentenceContract. The employees or others who resign from their positions with one of the Parties shall be subjected to a confidentiality obligation following their resignation as far as the circumstances mentioned above are concerned. 11.6 By executing this Contract, during the effectiveness Customer agrees that the Developer may collect, obtain, store, and process the Customer’s personal data that is provided for the performance of this Agreement the Project Scope and Specifications in Appendix 1 and consents to the Developer disclosing the personal data to any relevant government authorities and/or third-parties required by law. The Customer also agrees that the Customer’s personal data may be transferred pursuant to any assignments or sub-contracting under Clause 16.0, which may include a location outside Malaysia / Europe / (strike out all irrelevant jurisdictions and/or fill in the relevant jurisdictions). 11.7 The Developer shall take all reasonable steps to ensure all personal data is destroyed or permanently deleted if it is no longer required for the purpose for which is was processed in accordance with Malaysian Data Protection Laws / Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 / Personal Information Protection Law (President’s Order No. 91) of the People’s Republic of China / (strike out all irrelevant personal data acts or regulations and/or fill in the relevant personal data 11.8 The Parties shall observe compliance with the Malaysian Data Protection Laws / Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016/ Personal Information Protection Law (President’s Order No. 91) of the People’s Republic of China / (strike out all irrelevant personal data acts or regulations and/or fill in the relevant personal data acts or regulations) including compliance with the requirements pertaining to security objectives, security strategy, risk assessment, and proportional safeguarding of the data and include the protection of natural persons with regard to the processing of personal data and on the free movement of such data. 11.9 The Developer shall implement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, loss, alteration, destruction, disclosure, or damage of personal data, including but not limited to the data protection security standards agreed to in writing and specified in Appendix 11 and as required by the applicable data protection laws. 11.10 Upon becoming aware of any actual or suspected personal data breach relating to the Customer’s personal data, the Developer shall: 11.10.1 without undue delay, and in any event no later than two (2) years following Days after becoming aware of any actual or suspected personal data breach, notify the termination Customer in writing of this Agreement in accordance with its termsall known details relating to such personal data breach, it will including but not limited to: (a) hold in strictest confidence non-public a description of the nature of such personal data breach including, where possible, the categories and proprietary informationapproximate number of individuals and records concerned; (b) the name and contact details of the primary contact Person, whether writtensuch as data protection officer or data protection lead, oral where more information can be obtained; (c) a description of the likely consequences of such personal data breach; and (d) a description of the measures taken or otherwise, recorded and transmitted by any means, relating proposed to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential)be taken to address such personal data breach, including, without limitationwhere appropriate, measures to mitigate its possible adverse effects; 11.10.2 mitigate any harmful effects of such personal data breach, repair its associated vulnerabilities and provide the terms hereof; trade secrets of Customer with regular status updates, including actions taken to resolve the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategiesincident, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”)share additional information related to such personal data breach as soon as more details become available; the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating and 11.10.3 provide all reasonable assistance to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating Customer in relation to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not arising under applicable data protection laws as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Informationsuch personal data breach. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants 13.1 Both Parties will treat information received from the other relating to this agreement and to the customers business as confidential and will not disclose it to any other person not entitled to receive it except as may be necessary to fulfil their respective obligations in the conduct of the business and except as may be required by law or the FCA. 13.2 The parties acknowledge that each party will act as a separate and independent Data Controller in relation to the personal data which they process pursuant to this agreement. 13.3 In the performance of the agreement each of the parties will comply with their respective obligations under the Data Protection Laws in respect of Processing of Personal Data. In performing obligations under this agreement, each party ("Discloser") may transfer or disclose Personal Data to the other party ("Recipient"). 13.4 Where acting as a Discloser, each party warrants, undertakes and confirms that: 13.4.1 it is not and will not be, subject to any prohibition or restriction which would restrict or otherwise affect its ability to disclose or transfer contact details and other relevant Personal Data relating to customers and/or potential customers; 13.4.2 any such disclosure or transfer will not give rise to any breach of any provision of the proviso at Data Protection Laws, any duty of confidentiality, any intellectual property rights of a third party or any contractual obligation on its part; 13.4.3 it will only disclose the end Personal Data for one or more defined purposes which are consistent with the terms of this sentence, during the effectiveness of this Agreement and for two agreement (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant comply with a requirement of applicable law to which a party is subject) ("Purposes"); 13.4.4 it will take all reasonable steps appropriate to provide a fair processing notice to those Data Subject(s) whose personal data are to be disclosed under this Agreement oragreement, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, informing them that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter their Personal Data will be disclosed to the public without restriction, and in either case not as a result of Recipient for the act Purposes; and 13.4.5 it has obtained necessary consents or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as authorisations required to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict permit the disclosure of Confidential Information such Personal Data to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause Recipient for the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated PersonsPurposes. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process)13.5 Where acting as a Recipient, governmental regulation (includingeach party shall comply with applicable Data Protection Laws and, without limitationlimitation to the foregoing: 13.5.1 put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorized or unlawful Processing or accidental destruction, loss or damage; 13.5.2 have adequate security programmes and procedures to ensure that only authorised personnel have access to Personal Data and that any persons authorised to have access to Personal Data shall respect and maintain all due confidentiality; 13.5.3 only Process the Personal Data for the Purposes; 13.5.4 not Process Personal Data for longer than is necessary to carry out the Purposes (other than to comply with a requirement of applicable securities exchange regulationslaw to which the Recipient is subject), ; and 13.5.5 notify the Discloser without undue delay following any selfPersonal Data Breach involving the Personal Data and each party shall co-regulatory, regulatory or taxing authority having jurisdiction over either Party, operate with the receiving party required to disclose such Confidential Information shallother, to the extent permitted by law reasonably requested, in relation to any notifications to Supervisory Authorities or regulation, promptly give to Data Subjects which are required following a Personal Data Breach involving the Disclosing Party notice of such requirements andPersonal Data. 13.6 Each party shall co-operate with the other, to the extent reasonable under reasonably requested, in relation to: 13.6.1 any Data Subject Requests; 13.6.2 any other communication from a Data Subject concerning the circumstances and permitted by law Processing of their Personal Data; and 13.6.3 any communication from a Supervisory Authority concerning the Processing of Personal Data or regulation, (i) consult compliance with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosureData Protection Laws. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants that, subject 7.1. The Contractor and/or the Representative may become privy to the proviso confidential information of the Employment Business or any Client for which the Services are provided. 7.2. Confidential Information shall mean any confidential information belonging to or about the Client or the Company, which if used by the Contractor and/or Representative other than in the course of the Assignment for the benefit of the Client or if disclosed to any third party either during or at any time after the end termination of the Assignment would be of value or could cause damage to the Client or the Employment Business whether directly or indirectly. Confidential information is confidential if it is labelled confidential, if the Client expressly states (whether in writing or otherwise) to the Contractor and/or Representative that the information is confidential or if the Contractor and/or the Representative ought to have known that the information may be confidential. 7.3. The Contractor warrants that neither it nor the Representative shall unless required to do so by the Client in rendering the Services divulge or communicate to any person; use for any purposes other than those of the Employment Business or the Client; or cause any unauthorised disclosure, through any failure to exercise due care and attention, of any confidential information relating to the Employment Business or the Client. 7.4. The restrictions under this sentence, during the effectiveness of this Agreement and for two (2) years following Clause 7. shall continue to apply after the termination of this Agreement agreement without limit in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral point of time but shall cease to apply to information or otherwise, recorded and transmitted by any means, relating knowledge which is ordered to this Agreement or received be disclosed by a Party from the Disclosing Party (as defined below) Court of competent jurisdiction or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to law or which comes into the extent permissible, request to restrict public domain other than as a result of a breach by the further disclosure Contractor of their obligations under this agreement. 7.5. The Contractor and the Representative acknowledge and agree that the Representative’s personal data will be processed by the Employment Business and the Client during the term of the Confidential Information required to be disclosed, Assignment and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not personal data may be unduly burdensome, transmitted outside the European Economic Area. The Contractor warrants that the Representative has consented to seek a protective order to prevent such disclosure. D. Each Party shall only use processing on the other Parties’ names, understanding that any personal data is processed in any written materials or oral discussion (in connection accordance with the Invested Equity or this Agreement) with principles of the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such PartyData Protection Act.

Confidentiality and Data Protection. A. 10.1 Each Party covenants party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that, subject to the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will : (a) hold in strictest confidence non-public and proprietary information, whether written, oral is or otherwise, recorded and transmitted by becomes publicly known other than through any means, relating to this Agreement act or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets omission of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; receiving party; (b) exercise reasonable care to safeguard was in the confidentiality of other party's lawful possession before the Confidential Information under all circumstances; disclosure; (c) not disclose is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. 10.3 Each party shall take all reasonable steps to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use ensure that the Disclosing Party’s other's Confidential Information to copy which it has access is not disclosed or reverse engineer, distributed by its employees or attempt to derive the composition or underlying information or structure agents in violation of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination terms of this Agreement indefinitelyagreement. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving Neither party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 10.4 For the avoidance of doubt the Customer acknowledges that the Software, the results of any performance tests of the Disclosing Party Software and the Services constitute the Supplier's Confidential Information. The Supplier acknowledges that the Customer Data is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to of the Customer (and/or its Entities) which shall be disclosed, stored in a safe and (iv) cooperate in any legal action initiated secure manner by the Disclosing Party, provided that Supplier. Access to such cooperation Customer Data shall not be unduly burdensome, granted by the Supplier to seek a protective order to prevent such disclosureany third parties without the consent of the Customer. D. Each Party 10.5 The Customer acknowledges that the Services provided by the Supplier do not extend to processing and storing of sensitive personal data. The Customer is solely responsible for any personal data contained in Customer Data. 10.6 To the extent that the Supplier can access this personal data, it shall only use ensure that it shall at all times comply with the other Parties’ namesprovisions and obligations imposed on it by any Data Protection legislation (“DPA”) relevant to the Customer’s jurisdiction. In particular, the Supplier shall, in relation to any written materials personal data provided by the Customer: (a) not process (including obtain, retain, disclose or oral discussion (transfer) any such data, other than in connection accordance with the Invested Equity Services; and (b) apply appropriate technical and security measures to protect any such data against unauthorised or unlawful processing (including obtaining, retaining, disclosing or transferring) and against accidental loss, destruction or damage. 10.7 This clause 10 shall survive termination of this Agreement) with the other Parties’ prior written consentagreement, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Partyhowever arising.

Confidentiality and Data Protection. A. Each 8.1 Save as provided in this Agreement, each Party covenants thatshall, subject both during this Agreement and for one year thereafter, keep all information relating to the proviso at trading positions, trading strategies, trade data, counterparty or client lists, transactions, affairs and/or business of the end other Party (Confidential Information) strictly confidential and shall use Confidential Information only in connection with the proper performance of this sentenceAgreement. 8.2 Clause 8.1 shall not apply to any Confidential Information to the extent that it: i. comes within the public domain other than through breach of Clause 8.1; ii. is required or requested to be divulged by any court, tribunal, regulator or governmental authority with competent jurisdiction to which either Party is subject, wherever situated; iii. is disclosed on a confidential basis for the purposes of obtaining professional advice; iv. is disclosed to credit reference agencies or other organisations that help the Broker and others make credit decisions and reduce the incidence of fraud or in the course of carrying out identity, fraud prevention or credit control checks; v. is known to the receiving Party before the disclosure to it; or vi. is disclosed with the other Party's prior written approval to the disclosure. 8.3 The Client authorises the Broker, during the effectiveness life of this Agreement and for two (2) years following the termination of this Agreement in accordance with after its termstermination, it will (a) hold in strictest confidence non-public to store and proprietary information, whether written, oral disseminate information about bids or otherwise, recorded offers made and transmitted by any means, relating executed Capacity Contracts. Subject to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitationclause 8.2, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) Broker shall not disclose Confidential Information to any third party the identity of the Client or of an IAA Shipper that is party to a Capacity Contract, without the express written prior consent of the Party that initially disclosed parties concerned. 8.4 Clause 8.1 to 8.3 shall continue in force after and despite the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation expiry or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding Agreement, whatever the foregoingreason for termination, “Confidential Information” does not include any information which: (i) is in the public domain at the time for a period of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Informationone year. B. Each Party agrees 8.5 The Parties agree to restrict comply at all times for the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach duration of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any Agreement with applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required data protection legislation and further agree to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in good faith for the purposes of satisfying any legal action initiated data protection obligations applicable to either Party arising from the activities contemplated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants that, subject to 9.1 Both parties’ will each treat information received from the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, other relating to this Agreement or received by a Party from as confidential and will not disclose it to any other person not entitled to receive it except as may be necessary to fulfil their respective obligations in the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets conduct of the Disclosing Party; software insurance business and except as may be required by law or regulatory authority. This clause will not apply to information which was rightfully in the possession of the Disclosing Party; proprietary technology of the Disclosing Party; information relating either party prior to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; , which is already public knowledge or becomes so at a future date (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of a breach of this clause) or which is trivial or obvious. 9.2 Both parties must be aware of and comply with all statutory obligations they have regarding data protection including but not limited to the act or omission requirements of the receiving party; Data Protection Xxx 0000 and the EU General Data Protection Regulation (iiGDPR) as amended from time to time and process all data relating to our policies accordingly. Client information relating to our policies is rightfully obtained by confidential and should be treated as such at all times. For the receiving avoidance of doubt, the position in relation to GDPR is that: 9.2.1 It is anticipated that each party from shall act as a third party without restriction “Controller” (as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully defined in the possession GDPR) and accordingly will comply with its applicable obligations. 9.2.2 Unless expressly otherwise agreed, neither party will act as a “Processor “(as defined in the GDPR) for and on behalf of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Informationother party. B. Each Party agrees 9.2.3 You (as the Insured’s Agent) will be responsible for obtaining any relevant consents necessary to restrict allow you to transfer to us “Personal Data” including “Special categories of Personal Data” (both as defined in the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”GDPR) and to cause allow us and others to make use of such data for the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach purposes of this Section 10 by any of its Designated Personsagreement. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving 9.2.4 Each party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use notify the other Parties’ names, party within 48 hours of any “Personal Data Breach” (as defined in any written materials or oral discussion (the GDPR) which may have occurred in connection with the Invested Equity or this Agreement) agreement. 9.3 We may make searches with the other Parties’ prior written consentcredit reference agencies, which shall not be unreasonably withheldwill keep a record of that search and may share that information with other businesses. We may also make enquiries about the principal, save for the documentation directors or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Partypartners with credit reference agencies.

Confidentiality and Data Protection. A. Each Party covenants that, subject 10.1 The Coordinator and the beneficiary undertake to the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard preserve the confidentiality of any document, information or other material directly related to the subject of the Agreement that is duly classed as confidential, if disclosure could cause prejudice to the other party. The parties shall remain bound by this obligation beyond the closing date of the action and for a period of five (5) years after closing of the action. 10.2 The Partner agrees to make available to the Coordinator all information related to the income and expenditure of the project at any time during the project. The Partner shall ensure that financial information is always kept up to date. All financial records must be retained by the Partner for a period of 5 years from the date of the last payment made by the Commission to the Coordinator. 10.3 In the event of a financial and/or operational audit by the European Commission, the Court of Auditors of the European Communities or any other duly authorised person, the Partners shall cooperate with the Coordinator such that the Coordinator has possession of all the necessary information required for the audit. Should the need arise, the Partner shall provide all project related documentation requested by the auditor, and cooperate fully with the auditor in the event of an on- the-spot control. 10.4 The Coordinator shall keep all Confidential Information under all circumstances; (c) not disclose Confidential Information confidential. Each Party will be entitled to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive for the composition or underlying information or structure purposes of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination performance of this Agreement indefinitely. Notwithstanding the foregoingAgreement. 10.5 The obligation of confidentiality shall not apply, “Confidential Information” does not include however, to any information which: : (ia) is already in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result through no breach of the act or omission of this Agreement by the receiving party; ; (iib) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully was in the possession of the receiving party at Party prior to receipt from the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; disclosing party; (ivc) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated received by the receiving Party independently from a third party free to have been previously developed independently and separately by disclose such information to the receiving party Party; (d) the receiving Party can conclusively establish that it was independently developed by or for the receiving Party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information information of the Disclosing Party is required by law disclosing Party; (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (ie) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable lawslaw, (iii) to the extent permissibleregulation, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Partyor court or governmental order, provided that the receiving Party reasonably notifies the disclosing Party prior to such cooperation shall not be unduly burdensome, to seek a protective order to prevent disclosure of such disclosurerequirement. D. Each Party 10.6 All personal data contained in or relating to this Agreement shall only use the other Parties’ names, be processed in any written materials or oral discussion (in connection accordance with the Invested Equity or this dispositions of Article II.6 of the Grant Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants thatshall keep confidential the information received from the other Party under this Agreement within the entire validity period of the present Agreement. In particular, subject to but not limited thereto, the proviso at the end of this sentenceDeveloper shall not, during the effectiveness of this Agreement and for two (2) years following term or at any time after the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution expiration of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation directly or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulationindirectly, (i) consult with the Disclosing Party in advance use for his/her own interests or those of disclosure as to the formany other persons, naturecompany, and purpose of such disclosure, business entity or other organization whatsoever; or (ii) only copy, transmit, retain, remove or disclose such to any person, company, business entity or other organization whatsoever, any trade secrets or confidential information concerning the Client's business, finances, operations or clients, including business plans, training manuals and client lists ( the "Confidential Information as is required to Information"). Should either of the Parties be disclosed approached by applicable laws, (iii) any third party with an offer related to the extent permissibleobjectives and subject-matter of cooperation between the Parties, request then such Party shall immediately inform the other Party thereof, provide complete information, and hold negotiations. During the term and at all times after the termination or expiration of this Agreement, the Developer must use his/her best efforts to restrict ensure that third parties do not copy, transmit, retain, remove or disclose any Confidential Information. All notes and memoranda of any trade secrets or confidential information concerning the further disclosure business of the Confidential Information required to Client or its suppliers, agents, distributors or Clients which are acquired, received or made by the Developer during the term shall be disclosedthe property of the Client, and (iv) cooperate in shall be surrendered by him/her to a duly authorized representative of the Client at the termination or expiration of the Agreement or at the request of the Client at any legal action initiated time during the term. By signing this Agreement, the Developer consents to the holding and processing by the Disclosing PartyClient of personal data for the purposes of this Agreement. DEVELOPER’S WARRANTIES and INDEMNITIES By signing this Agreement, provided and continuing to perform the Works, the Developer warrants that: there are no legal restrictions that such cooperation shall would prevent the Developer from performing the Works; the Developer is duly qualified to perform the Works; the Developer is not be unduly burdensomeaware of any actual or potential conflict of interest in the Developer performing the Works; and the Developer will not infringe the intellectual property rights of any third parties in performing the Works; The Developer is registered as an individual entrepreneur. The Developer is liable for, and agrees to seek a protective order to prevent such disclosure. D. Each Party shall only use indemnify the other Parties’ namesClient in respect of, any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Client suffers, incurs or is liable for in any written materials or oral discussion (in connection accordance with the Invested Equity applicable legislation as a result of: any breach by the Developer of his/her obligations or warranties under this Agreement) ; or any unlawful or illegitimate act or omission by the Developer. APPLICABLE LAW 8.1 This Agreement shall be governed by and construed in accordance with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Partylaws of Switzerland.

Confidentiality and Data Protection. A. Each Party covenants that, 8.1 The Parties acknowledge that they are each bound by freedom of information legislation and that they are each subject to statutory obligations for disclosure and publication of certain information, and as such are unable to give any undertaking not to release information about the proviso at the end of this sentence, during the effectiveness of Project or this Agreement that conflicts with such laws. 8.2 Subject to Clause 8.1, Confidential Information shall include all data and for two (2) years following the termination of this Agreement in accordance with its terms, it will information whether or not owned or held by a Party that: (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating to this Agreement or received is identified by a Party from the Disclosing Party as being confidential; (b) ought reasonably to be regarded as defined belowconfidential (however it is conveyed or on whatever media it is stored). 8.3 Confidential Information includes, but is not limited to: (a) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing contracting and commercial or business activities, personnel, customers and suppliers of a Party or its Affiliates or its Accounts any third party; (b) methods of information, techniques, know-how acquisition, software design, financial information and their respective directorsstatistical methods; (c) all Intellectual Property Rights, officersknow-how, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; and information relating to transactions hereunder considered and/or effected by either Partythe ownership, protection and exploitation of any Intellectual Property Rights developed in connection with the Project or this Agreement; and (d) all personal data within the business, policies, and plans of Imation and/or the Service Provider, and any other aspects meaning of the Parties’ performance Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679. 8.4 Information shall not be or compensation shall cease to be Confidential Information where or at the point when it is: (a) generally available to the public other than as a result of disclosure by a Party in breach of this Agreement; (b) already known to the receiving Party free of obligations of confidentiality (as evidenced by written records) at the time of its disclosure; (c) provided to the receiving Party by a third party having a right to disclose the information free of any restriction as to the use or disclosure, whether under this Agreement or otherwise; (“Confidential Information”), whether received prior d) independently developed by the receiving Party (as evidenced by written records) other than pursuant to this Agreement; (e) required by operation of law or subsequent governance obligations to be disclosed (which shall include but is not limited to the execution Freedom of Information Act 2000 and the Environmental Information Regulations 2004) or the order of any authority competent to make such an order provided that where practicable and where required for compliance with the relevant law, statute, regulation or order the Party intending to disclose the information gives to the Party who originally provided the information reasonable advance notice of the intended disclosure and a reasonable opportunity to make representations regarding such disclosure; or (f) subject to an express written waiver by the disclosing Party and the disclosing Party has the necessary authority to give such a waiver. 8.5 Each Party shall not, and shall procure that its Staff shall not: (a) use or disclose the Confidential Information except for the purposes of this Agreement; ; (b) exercise reasonable care to safeguard the confidentiality of use or disclose the Confidential Information under all circumstances; so as to procure any commercial advantage over the disclosing Party; (c) not disclose the Confidential Information to its Staff except to the extent necessary to perform that Party’s obligations in connection with this Agreement and provided that its Staff to whom Confidential Information is disclosed are subject to substantially the same obligations of confidentiality as are contained in this Agreement; and (d) otherwise use or disclose to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the any Confidential Information for unless such use or disclosure is permitted by the disclosing Party. 8.6 The receiving Party shall inform the disclosing Party immediately if it comes to its notice that any purpose other than to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy has been or reverse engineer, potentially may be improperly disclosed or attempt to derive the composition misused. 8.7 Without affecting any other rights or underlying information or structure of the Disclosing Party; provided, remedies that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoingdisclosing Party may have, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party acknowledges and agrees that damages alone would not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have be an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible adequate remedy for any breach of its obligations of confidentiality in connection with this Section 10 Agreement and the disclosing Party shall be entitled to seek the remedies of injunction, specific performance and/or other equitable relief for any actual or threatened breach of this Agreement whether by any of the receiving Party or its Designated PersonsStaff. C. When disclosure 8.8 The obligations of confidentiality shall survive for 6 (six) years from the Completion Date, except where the Confidential Information is IPR in which case the obligations shall survive indefinitely. 8.9 The parties agree to ensure that they shall at all times comply with the provisions and obligations imposed by Data Protection Legislation in relation to the storing and processing of Personal Data and all Personal Data acquired by either party from the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, other shall be returned to the disclosing party on request. The parties agree to be liable to indemnify each other in respect of any applicable securities exchange regulations), any self-regulatory, regulatory unauthorised disclosure or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, processing of Personal Data or breach of Data Protection Legislation to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, it applies to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. Each Party covenants that, subject to 13.1 Both Parties will treat information received from the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will (a) hold in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, other relating to this Agreement and to the Customers business as confidential and will not disclose it to any other person not entitled to receive it except as may be necessary to fulfil their respective obligations in the conduct of the business and except as may be required by law or received by the FCA. 13.2 The parties acknowledge that each party will act as a Party from separate and independent Data Controller in relation to the Disclosing Party personal data which they process pursuant to this Agreement. 13.3 In the performance of the Agreement each of the parties will comply with their respective obligations under the Data Protection Laws in respect of Processing of Personal Data. In performing obligations under this Agreement, each party ("Discloser") may transfer or disclose Personal Data to the other party ("Recipient"). 13.4 Where acting as a Discloser, each party warrants, undertakes and confirms that: 13.4.1 it is not and will not be, subject to any prohibition or restriction which would restrict or otherwise affect its ability to disclose or transfer contact details and other relevant Personal Data relating to customers and/or potential customers; 13.4.2 any such disclosure or transfer will not give rise to any breach of any provision of the Data Protection Laws, any duty of confidentiality, any intellectual property rights of a third party or any contractual obligation on its part; 13.4.3 it will only disclose the Personal Data for one or more defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, purposes which are consistent with the terms hereof; trade secrets of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; (b) exercise reasonable care to safeguard the confidentiality of the Confidential Information under all circumstances; (c) not disclose Confidential Information to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not use the Confidential Information for any purpose other than to fulfill its obligations pursuant comply with a requirement of applicable law to which a party is subject) ("Purposes"); 13.4.4 it will take all reasonable steps appropriate to provide a fair processing notice to those Data Subject(s) whose personal data are to be disclosed under this Agreement orAgreement, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure of the Disclosing Party; provided, informing them that the restriction set forth in this clause (e) shall survive the termination of this Agreement indefinitely. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter their Personal Data will be disclosed to the public without restriction, and in either case not as a result of Recipient for the act Purposes; and 13.4.5 it has obtained necessary consents or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as authorisations required to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict permit the disclosure of Confidential Information such Personal Data to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause Recipient for the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated PersonsPurposes. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process)13.5 Where acting as a Recipient, governmental regulation (includingeach party shall comply with applicable Data Protection Laws and, without limitationlimitation to the foregoing: 13.5.1 put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorized or unlawful Processing or accidental destruction, loss or damage; 13.5.2 have adequate security programmes and procedures to ensure that only authorised personnel have access to Personal Data and that any persons authorised to have access to Personal Data shall respect and maintain all due confidentiality; 13.5.3 only Process the Personal Data for the Purposes; 13.5.4 not Process Personal Data for longer than is necessary to carry out the Purposes (other than to comply with a requirement of applicable securities exchange regulationslaw to which the Recipient is subject), ; and 13.5.5 notify the Discloser without undue delay following any selfPersonal Data Breach involving the Personal Data and each party shall co-regulatory, regulatory or taxing authority having jurisdiction over either Party, operate with the receiving party required to disclose such Confidential Information shallother, to the extent permitted by law reasonably requested, in relation to any notifications to Supervisory Authorities or regulation, promptly give to Data Subjects which are required following a Personal Data Breach involving the Disclosing Party notice of such requirements andPersonal Data. 13.6 Each party shall co-operate with the other, to the extent reasonable under reasonably requested, in relation to: 13.6.1 any Data Subject Requests; 13.6.2 any other communication from a Data Subject concerning the circumstances and permitted by law Processing of their Personal Data; and 13.6.3 any communication from a Supervisory Authority concerning the Processing of Personal Data or regulation, (i) consult compliance with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosureData Protection Laws. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Party.

Confidentiality and Data Protection. A. 13.1. Each Party covenants that, subject party to the proviso at the end of this sentence, during the effectiveness of this Agreement undertakes, except as provided below, to treat as confidential and for two keep secret all information marked ‘confidential’ or which may reasonably be supposed to be confidentially supplied to it by the other party (2) years following the termination of in this Agreement collectively referred to as the “Information”) with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with its termsstandard current commercial security practices, it will (a) hold provided that, this clause shall not extend to any information which was rightfully in strictest confidence non-public and proprietary information, whether written, oral or otherwise, recorded and transmitted by any means, relating the possession of either party prior to the commencement of the negotiations leading to this Agreement or received by which is already public knowledge or becomes so at a Party from future date (otherwise than as a result of a breach of this clause). 13.2. Neither party shall without the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets prior written consent of the Disclosing Party; software other party divulge any part of the Disclosing Party; proprietary technology of the Disclosing Party; information relating other party’s Information to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating person except: 13.2.1. to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, own employees, agentsconsultants or sub-contractors and then only to those employees, representatives consultants or service providers; information relating sub-contractors who need to transactions hereunder considered and/or effected by either Party; know the business, policies, and plans of Imation and/or Information for the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution purposes of this Agreement; (b) exercise reasonable care and 13.2.2. to safeguard either party’s auditors, the confidentiality Inland Revenue, HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the Confidential Information under all circumstances; (c) not disclose Confidential Information other party and then only in pursuance of such right duty or obligation. 13.3. Both parties undertake to ensure that persons and bodies referred to in clause 13.2 are made aware prior to the disclosure of any third party without the express written consent part of the Party Information that initially disclosed the same (“Disclosing Party”); (d) not use is confidential and that they owe a duty of confidence to the Confidential Information for any purpose other than to fulfill its obligations pursuant party. 13.4. Each party to this Agreement or, with respect shall promptly notify the other party if it becomes aware of any breach of confidence by any person to Imation whom it divulges all or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use the Disclosing Party’s Confidential Information to copy or reverse engineer, or attempt to derive the composition or underlying information or structure part of the Disclosing Party; provided, that Information and shall give the restriction set forth other party all reasonable assistance in this clause (e) connection with any proceedings which the other party may institute against such person for breach of confidence. 13.5. The foregoing obligations as to confidentiality shall survive the remain in full force and effect notwithstanding any termination of this Agreement indefinitelyAgreement. 13.6. Notwithstanding the foregoing, “Confidential Information” does Provided that it is not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result breach of the act or omission of confidentiality obligations set out above, Littlefish may refer to and publicise its involvement with the receiving party; (ii) is rightfully obtained by Customer, but only with the receiving party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by Customer’s prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party approval in relation to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When disclosure of Confidential Information of the Disclosing Party is required by law (including legal process), governmental regulation (including, without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Party, the receiving party required to disclose such Confidential Information shall, to the extent permitted by law or regulation, promptly give the Disclosing Party notice of such requirements and, to the extent reasonable under the circumstances and permitted by law or regulation, (i) consult with the Disclosing Party in advance of disclosure as to the form, nature, and purpose of such disclosure, (ii) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to the extent permissible, request to restrict the further disclosure of the Confidential Information required to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, provided that such cooperation shall not be unduly burdensome, to seek a protective order to prevent such disclosure. D. Each Party shall only use the other Parties’ names, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consenteach publication, which shall not be unreasonably withheld, save withheld or delayed. 13.7. The Customer authorises Littlefish to Process the Agreement Personal Data during the term of the Agreement as a Data Processor/Processor for the documentation or other communications which are for purpose set out in Schedule 2. 13.8. The Customer warrants to Littlefish that: 13.8.1. it has all necessary rights to authorise Littlefish to Process Agreement Personal Data in accordance with this Agreement and the other Parties’ internal purposes onlyData Protection Laws; and 13.8.2. its instructions to Littlefish relating to Processing of Agreement Personal Data will not put Littlefish in breach of Data Protection Laws, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order including with regard to render service to such PartyInternational Transfers.

Confidentiality and Data Protection. A. 10.1 Each Party covenants party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that, subject to the proviso at the end of this sentence, during the effectiveness of this Agreement and for two (2) years following the termination of this Agreement in accordance with its terms, it will : (a) hold in strictest confidence non-public and proprietary information, whether written, oral is or otherwise, recorded and transmitted by becomes publicly known other than through any means, relating to this Agreement act or received by a Party from the Disclosing Party (as defined below) or its Affiliates (whether or not marked as confidential), including, without limitation, the terms hereof; trade secrets omission of the Disclosing Party; software of the Disclosing Party; proprietary technology of the Disclosing Party; information relating to historical and current performance, investments, processes, procedures, clients, investors, trading positions, models, financial and investment strategies, and other activities of the Disclosing Party or its Affiliates and any accounts or vehicles managed by any Disclosing Party (each, an “Account”); the terms and structure of each Account; the clients of or Accounts managed by any Disclosing Party or its Affiliates; organizational, financial, accounting, operational or other information relating to the Disclosing Party or its Affiliates or its Accounts and their respective directors, officers, members, partners, shareholders, affiliates, employees, agents, representatives or service providers; information relating to transactions hereunder considered and/or effected by either Party; the business, policies, and plans of Imation and/or the Service Provider, and any other aspects of the Parties’ performance or compensation under this Agreement (“Confidential Information”), whether received prior or subsequent to the execution of this Agreement; receiving party; (b) exercise reasonable care to safeguard was in the confidentiality of other party's lawful possession before the Confidential Information under all circumstances; disclosure; (c) not disclose is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party without the express written consent of the Party that initially disclosed the same (“Disclosing Party”); (d) not or use the other's Confidential Information for any purpose other than the implementation of this agreement. 10.3 Each party shall take all reasonable steps to fulfill its obligations pursuant to this Agreement or, with respect to Imation or any of its Designated Persons (as defined below), for evaluation or investment purposes, and (e) not use ensure that the Disclosing Party’s other's Confidential Information to copy which it has access is not disclosed or reverse engineer, distributed by its employees or attempt to derive the composition or underlying information or structure agents in violation of the Disclosing Party; provided, that the restriction set forth in this clause (e) shall survive the termination terms of this Agreement indefinitelyagreement. Notwithstanding the foregoing, “Confidential Information” does not include any information which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving Neither party from a third party without restriction as to disclosure pursuant to applicable law or written agreement; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the Disclosing Party and not otherwise subject to restriction on disclosure by written agreement; (iv) is approved for disclosure by prior written authorization of the Disclosing Party; or (v) is demonstrated by the receiving party to have been previously developed independently and separately by the receiving party without use of the Disclosing Party’s Confidential Information. B. Each Party agrees to restrict the disclosure of Confidential Information to its partners, directors, officers, employees, representatives, advisors or service providers that (a) “need to know” and (b) have an employment, contractual or professional duty to keep Confidential Information confidential (collectively the “Designated Persons”) and to cause the Designated Persons to hold Confidential Information in strictest confidence. Each Party shall be responsible for any breach of this Section 10 by any of its Designated Persons. C. When loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 10.4 For the avoidance of doubt the Customer acknowledges that the Software, the results of any performance tests of the Disclosing Party Software and the Services constitute the Supplier's Confidential Information. The Supplier acknowledges that the Customer Data is required the Confidential Information of the Customer (and/or its Entities) which shall be stored in a safe and secure manner by law (including legal process), governmental regulation (including, the Supplier. Access to such Customer Data shall not be granted by the Supplier to any third parties without limitation, any applicable securities exchange regulations), any self-regulatory, regulatory or taxing authority having jurisdiction over either Partythe consent of the Customer. 10.5 In relation to the GDPR, the receiving party required Customer is the Data Controller and is solely responsible for any Personal Data contained in Customer Data. The Customer acknowledges that the Services provided by the Supplier as Data Processor do not extend to disclose such Confidential Information shallprocessing and storing of Personal Data, except to the extent permitted by law or regulation, promptly give that they are reflected in the Disclosing Party notice of such requirements and, Customer’s accounting records and transactions. The Supplier only processes name and email addresses in relation to the Customer’s Authorised Users. In addition, the Customer may create accounts for processing its employees’ expenses and for its customers and suppliers that are natural persons (“Data Subjects”), which may include details of their physical address, contact details, bank details and accounting transactions that the Customer has recorded in relation to those Data Subjects contained in the Customer Data. 10.6 The Customer will comply with Data Protection Law and has obtained all necessary consents from all Data Subjects in relation to their personal data stored in their Customer Data. The Supplier will not process personal data contained in the Customer Data other than to provide the Service, as instructed by the Customer or as necessary to comply with law. 10.7 To the extent reasonable under that the circumstances and permitted by law or regulationSupplier can access this personal data, (i) consult it shall ensure that it shall at all times comply with the Disclosing Party in advance of disclosure as provisions and obligations imposed on it by the Data Protection law relevant to the formCustomer’s jurisdiction. In particular, naturethe Supplier shall, in relation to any personal data contained in the Customer Data: (a) not process (including obtain, retain, disclose or transfer) any such data, other than in accordance with the Services; (b) apply appropriate technical and purpose of security measures to protect any such disclosuredata against unauthorised or unlawful processing (including obtaining, retaining, disclosing or transferring) and against accidental loss, destruction or damage; (iic) only disclose such Confidential Information as is required to be disclosed by applicable laws, (iii) to not transfer Customer Data outside the extent permissible, request to restrict European Union without the further disclosure prior written consent of the Confidential Information required Supplier; (d) Permit the Customer to be disclosed, and (iv) cooperate in any legal action initiated by the Disclosing Party, undertake an audit of Customer Data to confirm compliance with Data Protection Law provided that the Supplier is given at least 60 days’ prior notice and provided further that such cooperation audits shall not be unduly burdensomeperformed more than once in any 12 month period (unless otherwise required by a supervisory authority); (e) notify the Customer of a Personal Data breach without undue delay after becoming aware of such a breach; (f) Cooperate with the Data Protection Commissioner and make any personal data records available for auditing purposes, where legally required to seek a protective order do so; (g) provide all information reasonably requested by the Customer to prevent such disclosureassist the Customer: i. to meet the its obligations to advise data subjects and supervisory authorities of Personal Data breaches; ii. to comply with Data Subject access requests; and iii. to carry out data protection impact assessments (DPIA). D. Each Party 10.8 This clause 10 shall only use the other Parties’ namessurvive termination of this agreement, in any written materials or oral discussion (in connection with the Invested Equity or this Agreement) with the other Parties’ prior written consent, which shall not be unreasonably withheld, save for the documentation or other communications which are for the other Parties’ internal purposes only, unless required for legal or regulatory reasons, or required by the other Party’s advisors and/or service providers in order to render service to such Partyhowever arising.