Common use of Confidentiality and Disclosure of Information Clause in Contracts

Confidentiality and Disclosure of Information. The Lender hereby agrees to (a) treat confidentially and as proprietary information of the Loan Parties all Information (as defined below), and (b) not disclose such Information except: (i) to the extent required by applicable Law or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effect.

Confidentiality and Disclosure of Information. The Lender hereby agrees 18.1 Subject to Section 18.3, each party will keep confidential all matters respecting the Employees provided to the Contractor by BCIB and all commercial, financial and legal issues relating to or arising out of this Agreement and will not disclose such information, except as follows: (a) treat confidentially and with the prior written consent of BCIB’s Representative or the Contractor’s Representative, as proprietary information of the Loan Parties all Information (as defined below)case may be, and which consent may be arbitrarily withheld; (b) not in the case of BCIB, BCIB may disclose information regarding the Contractor’s non-payment of BCIB to the Owner, in order for BCIB to seek recovery of such Information except: non-payment; (ic) in the case of the Contractor, the Contractor may disclose information respecting the Employees provided to the Contractor by BCIB to the Owner but only to the extent the information to be disclosed is specifically required by the Owner pursuant to the Construction Contract; (d) in strict confidence to the party’s professional advisors; or (e) as otherwise required by applicable Law law. 18.2 The obligations of confidentiality described in Section 18.1 will not apply to: (a) information that is, or subsequently becomes, publicly available other than through a breach of this Agreement or through a breach of a confidentiality agreement which another entity has entered into concerning such confidential information; (b) information which the disclosing party already possessed before commencing to participate in the Project; (c) information which is rightfully received from a third party without breach of any obligation of confidence by such third party; or (d) information which is independently developed without the use of such confidential information. 18.3 Notwithstanding anything to the contrary contained in this Agreement, the Contractor acknowledges and agrees that BCIB may disclose any subpoena and all information created or similar legal process, (ii) to obtained as a Related Party, it being understood that the Persons to whom such disclosure is made will be informed result of this Agreement or in respect of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of Contractor performing its rights and obligations under this Agreement, (vi) or both, including the existence and terms of this Agreement and any BCIB-Subcontractor Agreement, the nature and number of permits requested and issued as described in connection Section 10.0, the Contractor’s fulfillment of its obligations pursuant to Sections 13.0, 14.0, 15.0 and 16.0, the Contractor’s fulfillment and compliance with the exercise of any remedies hereunder or under functions, obligations and responsibilities set out in Schedule 2 and any other Loan Document Records, to any provincial ministry, other Governmental Authority and educational institutions which requires or any action or proceeding relating to this Agreement or any other Loan Document or requests the enforcement of rights hereunder or thereunder, (vii) information in relation to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives Project or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effectpermit BCIB to comply with applicable law.

Confidentiality and Disclosure of Information. The Lender hereby This agreement is confidential. Subject to the remainder of this Clause 8, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of any information contained in this agreement, the existence of this agreement or the existence or progress of discussions in relation to this agreement and/or the subscription by the Investor for the Subscription Shares and/or the Placing and the Subscription (aall such information being “Confidential Information”) treat confidentially and as proprietary but excluding any information which: is in or comes into the public domain (otherwise than through the wrongful disclosure of the Loan Parties all Information (as defined belowrelevant party); or it is required to disclose by law, and (b) not disclose such Information except: (i) to the extent required by applicable Law any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors rules of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination body or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees securities exchange. Each party may disclose Confidential Information to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates professional advisers and to any of its partners, directors, officers, employees, agents, trustees, advisors consultants and representatives or agents who need access to such information for the purposes of negotiating and completing this agreement and the subscription by the Investor for the Subscription Shares. The authority to disclose Confidential Information in Clause 8.2 shall also extend to any other Persons disclosures of Confidential Information which the relevant party is required to make by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the rules or regulations of any such body or securities exchange. Other than where the Confidential Information is disclosed as required by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the Lender shall deem advisable for the conduct rules of its business (collectivelyany such body or securities exchange, the “Related Parties”)relevant party shall ensure that any person to which it discloses Confidential Information is made aware of the obligations of confidentiality contained in Clause 8.1 and complies with that Clause as if binding on it directly. The obligations Investor acknowledges that it must not trade any of the parties hereto under this Section 10.14 shall survive for one securities of the Company unless and until such time as (1i) calendar year following the termination proposed allotment of this Agreementthe New Ordinary Shares pursuant to the Placing and the Subscription has been publicly announced by the Company or (ii) the Longstop Date if, at which time such obligations shall automatically terminate and be of no further force and effectby that time, the Conditions have not been fulfilled (whichever is earlier).

Confidentiality and Disclosure of Information. The Lender hereby agrees to (a) treat confidentially and as proprietary information of the Loan Parties all Information (as defined below), and (b) not disclose such Information except: (i) to the extent required by applicable Law or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effect.