Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. The parties and their respective officers, directors, employees, agents and representatives shall (1) keep the terms of this Agreement and any proprietary information provided hereunder (including, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without the prior written consent of the other parties, which may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publication, without the prior written consent of the other party.

Confidentiality and Non-Use. The parties Contractor shall have the right to refuse to accept any Protected Information under this clause prior to disclosure. Protected Information disclosed despite such a refusal shall nonetheless be covered by the confidentiality obligations under this clause. As a condition of WMATA’s disclosure of Protected Information, Contractor shall, and, if applicable, cause its Contractor’s Affiliates to access, store, process and/or transmit Protected Information solely within the United States, at all times. In addition, Contractor shall require that any of its employees or Contractor’s Affiliates’ employees accessing, storing, processing and/or transmitting Protected Information reside and their respective officerswork within the continental United States at all times. Contractor shall restrict the storage of Protected Information to servers, directorsworkstations, employeesnetworks or any other device of any kind physically located within the continental United States. Upon receipt of Protected Information, agents Contractor shall and, if applicable, cause its Contractor's Affiliates to: i. Use the highest degree of care to keep Protected Information strictly confidential and representatives shall (not disclose to persons or entities other than Contractor or Contractor's Affiliates who have a reasonable need to know such Protected Information in connection with the permitted purposes hereunder and who have executed a non-disclosure agreement with terms no less stringent than this clause. Contractor will be liable for its Contractor's Affiliates' unauthorized use and/or disclosure whether caused by negligence or otherwise; 1) keep Use such Protected Information solely and exclusively for the terms of this Agreement limited purposes described herein and any proprietary information provided hereunder (includingfor no other purposes whatsoever, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without except with the prior written consent of WMATA; and ii. Use the other partieshighest degree of care to protect Personal Information at all times in strict compliance with all applicable laws and current Security Standards in order to prevent any unauthorized use, which including disclosure, loss or alteration. Within thirty (30) days of a written request from WMATA or termination of these Supplemental Terms, Contractor shall, at its option, either: (i) return the Protected Information to WMATA,; or (ii) destroy the Protected Information pursuant to the media sanitization guidelines set forth in National Institute of Standards and Technology special publications (SP) to include SP 800-88 Rev.1 as these guidelines or successor guidelines may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment amended and provide WMATA with a certificate signed by an officer of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and Contractor stating that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consentdestruction has occurred. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publication, without the prior written consent of the other party.

Confidentiality and Non-Use. The parties Contractor shall have the right to refuse to accept any Protected Information under these Supplemental Terms prior to disclosure. Protected Information disclosed despite such a refusal shall nonetheless be covered by the confidentiality obligations under these this clause. As a condition of WMATA’s disclosure of Protected Information, Contractor shall, and, if applicable, cause its Contractor’s Affiliates to access, store, process and/or transmit Protected Information solely within the United States, at all times. In addition, Contractor shall require that any of its employees or Contractor’s Affiliates’ employees accessing, storing, processing and/or transmitting Protected Information reside and their respective officerswork within the continental United States at all times. Contractor shall restrict the storage of Protected Information to servers, directorsworkstations, employees, agents and representatives shall (1) keep the terms of this Agreement and networks or any proprietary information provided hereunder (including, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, or well production estimates, including any information provided as part other device of any Scoping Plan kind physically located within the continental United States. Upon receipt of Protected Information, Contractor shall and, if applicable, cause its Contractor's Affiliates to: i. Use the highest degree of care to keep Protected Information strictly confidential and not disclose to persons or Drilling Plan) (collectivelyentities other than Contractor or Contractor's Affiliates who have a reasonable need to know such Protected Information in connection with the permitted purposes hereunder and who have executed a non-disclosure agreement with terms no less stringent than these this clause. Contractor will be liable for its Contractor's Affiliates' unauthorized use and/or disclosure whether caused by negligence or otherwise; ii. Use such Protected Information solely and exclusively for the limited purposes described herein and for no other purposes whatsoever, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without except with the prior written consent of the other partiesContracting Officer; and iii. Use the highest degree of care to protect Personal Information at all times in strict compliance with all applicable laws and current Security Standards in order to prevent any unauthorized use, which including disclosure, loss or alteration. Within thirty (30) days of a written request from WMATA or termination, Contractor shall, at its option, either: (i) return the Protected Information to WMATA,; or (ii) destroy the Protected Information pursuant to the media sanitization guidelines set forth in National Institute of Standards and Technology (NIST) special publications (SP) to include SP 800-88 Rev. 1 as these guidelines or successor guidelines may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment amended and provide WMATA with a certificate signed by an officer of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and Contractor stating that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consentdestruction has occurred. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publication, without the prior written consent of the other party.

Confidentiality and Non-Use. The parties Contractor shall have the right to refuse to accept any Protected Information under this clause prior to disclosure. Protected Information disclosed despite such a refusal shall nonetheless be covered by the confidentiality obligations under this clause. As a condition of WMATA’s disclosure of Protected Information, Contractor shall, and, if applicable, cause its Contractor’s Affiliates to access, store, process and/or transmit Protected Information solely within the United States, at all times. In addition, Contractor shall require that any of its employees or Contractor’s Affiliates’ employees accessing, storing, processing and/or transmitting Protected Information reside and their respective officerswork within the continental United States at all times. Contractor shall restrict the storage of Protected Information to servers, directorsworkstations, employeesnetworks or any other device of any kind physically located within the continental United States. Upon receipt of Protected Information, agents Contractor shall and, if applicable, cause its Contractor's Affiliates to: i. Use the highest degree of care to keep Protected Information strictly confidential and representatives shall (not disclose to persons or entities other than Contractor or Contractor's Affiliates who have a reasonable need to know such Protected Information in connection with the permitted purposes hereunder and who have executed a non-disclosure agreement with terms no less stringent than this clause. Contractor will be liable for its Contractor's Affiliates' unauthorized use and/or disclosure whether caused by negligence or otherwise; 1) keep Use such Protected Information solely and exclusively for the terms of this Agreement limited purposes described herein and any proprietary information provided hereunder (includingfor no other purposes whatsoever, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without except with the prior written consent of WMATA; and ii. Use the other partieshighest degree of care to protect Personal Information at all times in strict compliance with all applicable laws and current Security Standards in order to prevent any unauthorized use, which including disclosure, loss or alteration. Within thirty (30) days of a written request from WMATA or termination of these Supplemental Terms, Contractor shall, at its option, either: (i) return the Protected Information to WMATA, or (ii) destroy the Protected Information pursuant to the media sanitization guidelines set forth in National Institute of Standards and Technology special publications (SP) to include SP 800-88 Rev.1 as these guidelines or successor guidelines may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment amended and provide WMATA with a certificate signed by an officer of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and Contractor stating that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consentdestruction has occurred. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publication, without the prior written consent of the other party.

Confidentiality and Non-Use. The parties (a) Olympus, and their respective officersits Affiliates to whom Cytori Confidential Information has previously been disclosed, directorsshall exercise the same degree of care with respect to maintaining the confidentiality of any Cytori Confidential Information in its possession that Olympus exercises with respect to similar types of Olympus’ own proprietary information, employeesbut in no event less than a reasonable degree of care, agents and representatives except that any Cytori Confidential Information required by Applicable Law or legal or administrative process to be disclosed may be disclosed, provided that, if reasonably possible, Olympus shall (1) keep first notify Cytori of such disclosure requirement so that Cytori may seek a protective order or other appropriate remedy. Olympus agrees to be responsible for the destruction or confidential maintenance of all Cytori Confidential Information that Olympus disclosed to Kawasumi during the time that the Joint Venture Agreement was in force. Except as necessary for Olympus to enforce the terms of the Agreement, and perform its obligations set forth in this Agreement and Agreement, Olympus shall not in any proprietary information provided hereunder manner use (including, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedulesin any way), or well production estimates, including disclose to any information provided as part of any Scoping Plan or Drilling Plan) (collectivelythird party, the “Cytori Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without the prior written consent of the other parties, which may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts Cytori shall exercise the same degree of care with respect to maintaining the confidentiality of any Olympus Confidential Information in its possession or other governmental authoritiesin the possession of the JV, including persons or entities that Cytori exercises with respect to whom disclosure is similar types of Cytori’s own proprietary information, but in no event less than a reasonable degree of care, except that any Olympus Confidential Information required by such courts Applicable Law or other governmental authoritieslegal or administrative process to be disclosed may be disclosed, or as otherwise required by lawprovided that, regulationif reasonably possible, rule, order or stock exchange listing standard; provided, however, that the party making Cytori shall first notify Olympus of such disclosure shall use its best efforts to obtain requirement so that Olympus may seek a protective order or other reliable assurance that confidential treatment will be accorded appropriate remedy. Notwithstanding the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assetsforegoing, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publicationCytori may, without the prior written consent of Olympus, disclose Olympus Confidential Information related to the other License to Cytori’s Affiliates that also agree to be bound by this Section 9.2(b). Except as permitted by the terms of this Agreement or as necessary for Cytori to exercise its rights or perform its obligations set forth in this Agreement, Cytori shall not in any manner use (in any way), or disclose to any third party, the Olympus Confidential Information.

Confidentiality and Non-Use. The parties You acknowledge and their respective officersagree that information not generally known to the public that relates to the business, directorstechnology, customers, prospects, employees, agents and representatives shall (1) keep finances, legal activities, plans, proposals, policies or practices of the terms of this Agreement and any proprietary information provided hereunder (includingCompany, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, its subsidiaries or well production estimates, including any information provided as part affiliates or of any Scoping Plan or Drilling Plan) third Parties doing business with the Company is confidential information (collectively, the “Confidential Information”) confidential whether or not such and the sole property of the Company, its subsidiaries and affiliates. You further acknowledge and agree that Confidential Information includes, but is marked not limited to, the trade secrets, strategic plans, business plans, legal strategies, legal plans, software programs, financial data, customer lists, identities of customers and prospects, marketing plans, nonpublic financial information, any other information about the Company, its subsidiaries or affiliates which they designate as “confidential” and all other information about the Company, its subsidiaries and affiliates that is not generally known to the public. Confidential Information does not include (2a) information that is or becomes generally known to the public through no fault of your own or (b) information received by you from a third party without a duty of confidentiality. During the prior written consent of period beginning on the other partiesEffective Date and continuing through the Termination Date, which may be withheld you will not copy or in any party’s sole discretion, refrain from using way use any Confidential Information for any purpose other than the fulfillment discharge of each party’s contractual obligations under this Gathering Agreement. However, either party may your duties as an employee of the Company and you will not disclose any Confidential Information to any Person other than the following persons officers, directors, employees and agents of the Company, its subsidiaries or entities in affiliates without the following circumstances: (a) To financial institutions requiring such Company’s prior consent except as required by law; provided that, if you receive legal process with regard to disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, you will promptly notify the Company and that such financial institutions or accountants have agreed cooperate with the Company in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or taking other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject appropriate action with respect to such prospective purchaser being bound by a nondisclosure agreementlegal process. providedFollowing the Termination Date and continuing for the remaining Term of this Agreement, howeveryou will not disclose to any third party, that LMM shall first obtain the consent of Shipper prior to providing or copy or in any way use any Confidential Information without the Company’s prior written consent, except as required by law; provided that, if you receive legal process with regard to disclosure of any Confidential Information, you will promptly notify the Company and cooperate with the Company in seeking a prospective purchaserprotective order or taking other appropriate action with respect to such legal process. You agree that, when your employment with the Company terminates, regardless of the reasons therefor, you will deliver to the Company, and that such prospective purchasers have agreed not keep or deliver to anyone else, any and all notes, files, memoranda, papers, electronic files and, in writing to keep the general, any and all physical material containing Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third partyInformation, including without limitation, any newspaperand all physical materials relating to the conduct of business of the Company or any subsidiary or affiliate of the Company which are in your possession, magazine except for (a) any documents for which the Company or other publication, without any subsidiary or affiliate of the prior Company has given written consent to removal at the time of the other partytermination of your employment with the Company; and (b) your personal rolodex, phone book and similar items. You further agree that following the termination of your employment with the Company, you will not use any computer access code or password belonging to the Company and that you will not access any computer or database in the possession, custody or control of the Company.

Confidentiality and Non-Use. The parties You acknowledge and their respective officersagree that information not generally known to the public that relates to the business, directorstechnology, customers, prospects, employees, agents and representatives shall (1) keep finances, legal activities, plans, proposals, policies or practices of the terms of this Agreement and any proprietary information provided hereunder (including, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, Company or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) third parties doing business with the Company is confidential information (collectively, the “Confidential Information”) confidential whether or not such and the sole property of the Company. You further acknowledge and agree that Confidential Information includes, but is marked not limited to, the trade secrets, strategic plans, business plans, legal strategies, legal plans, software programs, financial data, customer lists, identities of customers and prospects, marketing plans, nonpublic financial information, any other information about the Company (which the Company designates as “confidential” ”) and all other information about the Company that is not generally known to the public. Confidential Information does not include (2a) information that is or becomes generally known to the public through no fault of your own or (b) information received by you from a third party without a duty of confidentiality. At all times during your employment by the prior written consent of Company and continuing through the other partiesSeparation Date, which may be withheld you will not copy or in any party’s sole discretion, refrain from using way use any Confidential Information for any purpose other than in the fulfillment discharge of each party’s contractual obligations under this Gathering Agreement. However, either party may your duties as an employee of the Company and you will not disclose any Confidential Information to any Person other than the following persons officers, directors, employees and agents of the Company without the Company’s prior consent. The preceding sentence is not intended to and does not prevent you from making truthful statements when required by law or entities in the following circumstances: (a) To financial institutions order of a court or government agency of competent jurisdiction. If you receive legal process requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; providedstatements, however, that LMM shall first obtain you will promptly notify the consent of Shipper prior to providing any Confidential Information, Company and that such financial institutions or accountants have agreed cooperate with the Company in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or taking other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject appropriate action with respect to such prospective purchaser being bound by a nondisclosure agreementlegal process. providedFollowing the Separation Date, howeveryou will not disclose to any third party, that LMM shall first obtain the consent of Shipper prior to providing or use any Confidential Information without the Company’s prior written consent. The preceding sentence is not intended to and does not prevent you from making truthful statements when required by law or order of a prospective purchasercourt or government agency of competent jurisdiction. If you receive legal process requiring such statements, you will promptly notify the Company and cooperate with the Company in seeking a protective order or taking other appropriate action with respect to such legal process. On or before the Separation Date, you will deliver to the Company, and that such prospective purchasers have agreed not keep or deliver to anyone else, any and all notes, files, memoranda, papers, electronic files and, in writing to keep the general, any and all physical material containing Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third partyInformation, including without limitation, any newspaperand all physical materials relating to the conduct of business of the Company or any subsidiary or affiliate of the Company which are in your possession, magazine except for (a) any documents for which the Company or other publication, without any subsidiary or affiliate of the prior Company has given written consent to removal at the time of the other party.termination of your employment with the Company; and (b) your personal rolodex, phone book and similar items. Following the Separation Date, you will not use any computer access code or password issued to or created by you during your employment and you will not access any computer or database in the possession, custody or control of the Company. Xxxxxxx X. Xxxxx May 25, 2012

Confidentiality and Non-Use. The parties You acknowledge and their respective officersagree that information not generally known to the public that relates to the business, directorstechnology, customers, prospects, employees, agents and representatives shall (1) keep finances, legal activities, plans, proposals, policies or practices of the terms of this Agreement and any proprietary information provided hereunder (includingCompany, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, its subsidiaries or well production estimates, including any information provided as part affiliates or of any Scoping Plan or Drilling Plan) third Parties doing business with the Company is confidential information (collectively, the “Confidential Information”) confidential whether or not such and the sole property of the Company, its subsidiaries and affiliates. You further acknowledge and agree that Confidential Information includes, but is marked not limited to, the trade secrets, strategic plans, business plans, legal strategies, legal plans, software programs, financial data, customer lists, identities of customers and prospects, marketing plans, nonpublic financial information, any other information about the Company, its subsidiaries or affiliates which they designate as “confidential” and all other information about the Company, its subsidiaries and affiliates that is not generally known to the AIDC industry. Confidential Information does not include (2a) information that is or becomes generally known to the AIDC industry through no fault of your own or (b) information received by you from a third party without a duty of confidentiality. At all times during your employment by the prior written consent of Company and continuing through the other partiesSeparation Date, which may be withheld you will not copy or in any party’s sole discretion, refrain from using way use any Confidential Information for any purpose other than the fulfillment discharge of each party’s contractual obligations under this Gathering Agreement. However, either party may your duties as an employee of the Company and you will not disclose any Confidential Information to any Person other than the following persons officers, directors, employees and agents of the Company, its subsidiaries or entities in affiliates without the following circumstances: (a) To financial institutions Company’s prior consent. The preceding sentence is not intended to and does not prevent you from making truthful statements when required by law or order of a court or government agency of competent jurisdiction. If you receive legal process requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; providedstatements, however, that LMM shall first obtain you will promptly notify the consent of Shipper prior to providing any Confidential Information, Company and that such financial institutions or accountants have agreed cooperate with the Company in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or taking other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject appropriate action with respect to such prospective purchaser being bound by a nondisclosure agreementlegal process. providedFollowing the Separation Date, howeveryou will not disclose to any third party, that LMM shall first obtain the consent of Shipper prior to providing or use any Confidential Information without the Company’s prior written consent. The preceding sentence is not intended to and does not prevent you from making truthful statements when required by law or order of a prospective purchasercourt or government agency of competent jurisdiction. If you receive legal process requiring such statements, you will promptly notify the Company and cooperate with the Company in seeking a protective order or taking other appropriate action with respect to such legal process. On or before the Separation Date, you will deliver to the Company, and that such prospective purchasers have agreed not keep or deliver to anyone else, any and all notes, files, memoranda, papers, electronic files and, in writing to keep the general, any and all physical material containing Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third partyInformation, including without limitation, any newspaperand all physical materials relating to the conduct of business of the Company or any subsidiary or affiliate of the Company which are in your possession, magazine except for (a) any documents for which the Company or other publication, without any subsidiary or affiliate of the prior Company has given written consent to removal at the time of the other partytermination of your employment with the Company; and (b) your personal rolodex, phone book and similar items. Following the Separation Date, you will not use any computer access code or password belonging to the Company and you will not access any computer or database in the possession, custody or control of the Company.

Confidentiality and Non-Use. The parties and their respective officersIn consideration of the Company's and/or FGIC's providing, directorsor causing to be provided, employeesConfidential Material to the Recipient, agents and representatives the Recipient agrees that it shall (1) keep the terms of this Agreement and any proprietary information provided hereunder (including, without limitation shall direct its Recipient Affiliates to): a. hold confidential and information relating to Shippers’ oil and gas acreage position, drilling schedules, not directly or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without the prior written consent of the other parties, which may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publicationindirectly disclose, without the prior written consent of the Company and FGIC, all Confidential Material provided by or on behalf of the Company, FGIC and/or any of the Provider Affiliates, provided that the Recipient or the Recipient Affiliate receiving such Confidential Material may disclose such Confidential Material to (i) the Recipient Affiliates having a reasonable need to know such Confidential Material in connection with the pennitted purposes hereunder, in which event the Recipient shall inform the Recipient Affiliates of the confidential nature of the Confidential Material and the terms of this Agreement applicable to the Recipient Affiliates and shall be directed by the Recipient to (x) not disclose the Confidential Material and (y) otherwise act in accordance with this Agreement; (ii) the Designated Representative; (iii) any Restricted COPs Holder, provided that the FGIC Member shall have confirmed in writing in advance of any disclosure that the intended recipient is in fact a Restricted COPs Holder; and (iv) a potential purchaser of COPs, provided that (x) FGIC shall not have reasonably objected to such disclosure on the basis that such disclosure could result in material competitive or other partybusiness harm to the Company within five Business Days after its receipt of written notice from the Recipient (which notice shall include in reasonable detail information concerning such potential purchaser sufficient for FGIC to make such assessment) and (y) such potential purchaser shall have executed a joinder to this Agreement in substantially the form attached to this Agreement as Exhibit A. b. use such Confidential Material only for the purposes of (i) evaluation of a request for consent or other action by the Recipient in connection with the Company Agreement, or (ii) evaluation or analysis of the Recipient's indirect interest or potential indirect interest in the Company, and for no other purposes whatsoever, except with the prior written consent of the Company and FGIC; c. destroy or return all written or recorded Confidential Material in the fonn provided by or on behalf of the Company, FGIC and/or the Provider Affiliates (including all copies thereof) to the Company and/or FGIC, as applicable, within 30 days of receipt by the Recipient of a written request therefor from the Company and/or FGIC, as applicable; provided, that notwithstanding the destruction or return of the Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement; d. destroy all portions of any internal documents and records prepared by or for the Recipient and the Recipient Affiliates containing Confidential Material (including all copies thereof and all portions of such documents and records containing Confidential Material, but excluding any attorney work product material that would be protected from discovery pursuant to the attorney-client privilege) and provide the Company and FGIC with a written confirmation (including, without limitation, by electronic mail) stating that such destruction has occurred, within 30 days of receipt by the Recipient of a written request therefor from the Company or FGIC, provided that, notwithstanding the provisions of this and the previous clause, (1) in the event that a transaction is consummated between the Company, FGIC or a Provider Affiliate and the Recipient with respect to which the Recipient relied on Confidential Material, the Recipient may retain a copy of such Confidential Material, and (2) the Recipient may retain one hard copy and electronic copies of any Confidential Material that it is required to record or keep in its files by internal legal or compliance policy, applicable statute, law or governmental rule or regulation, or in routine backup of electronic data processing systems, (3) Recipient may retain that portion of the Confidential Material that is memorialized in notes, analysis, compilations, studies, interpretations or other documents prepared by the Recipient or any of its representatives, and (4) the Recipient's counsel may retain Confidential Material subject to the Recipient's other obligations hereunder with respect thereto; provided that any such Confidential Material so retained shall continue to be subject to the terms of this Agreement, and provided, further, that notwithstanding the destruction or pennitted retention of Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement. Without limiting any other provision of this Agreement, the Recipient agrees that it shall (i) use its commercially reasonable efforts to (x) cause its Recipient Affiliates to act in accordance with this Agreement and (y) cause its Recipient Affiliates to refrain from any prohibited or unauthorized use or disclosure of Confidential Material and (ii) be responsible and liable for any and all breaches of this Agreement and any prohibited or unauthorized use or disclosure of Confidential Material that could result in a breach of this Agreement by any Recipient Affiliate.

Confidentiality and Non-Use. The parties (a) Seller acknowledges that it is in possession of Confidential Material. Seller shall, and shall cause each of its Affiliates and their respective officersRepresentatives to, directors, employees, agents (i) treat confidentially and representatives shall (1) keep not disclose all or any portion of such Confidential Material and use such Confidential Material solely for the terms purpose of fulfilling its obligations under this Agreement and the Transaction Documents and for no other purpose, in each case, following Closing. Seller acknowledges and agrees that such Confidential Material is proprietary and confidential in nature and may be disclosed to its Representatives only to the extent necessary for Seller to consummate Transaction (it being understood that Seller shall be responsible for any proprietary information provided hereunder disclosure by any such Representative not permitted by this Agreement). If, post-Closing, Seller or any of its Affiliates or their respective Representatives are requested or required to disclose (includingafter Seller has used its Commercially Reasonable Efforts to avoid such disclosure and after promptly advising and consulting with Buyer about Seller’s intention to make, without limitation and information relating to Shippers’ oil and gas acreage positionthe proposed contents of, drilling schedulessuch disclosure) any of the Confidential Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Seller shall, or well production estimatesshall cause such Affiliate or Representative, including any information provided as part to provide Buyer with prompt written notice of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without the prior written consent of the other parties, which request so that Buyer may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances: (a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent. (b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a seek an appropriate protective order or other reliable appropriate remedy. At any time that such protective order or remedy has not been obtained, Seller or such Affiliate or Representative may disclose only that portion of the Confidential Material which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and Seller shall exercise its Commercially Reasonable Efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. (c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreementConfidential Material so disclosed. Seller further agrees that, post-Closing, Seller and its Affiliates and Representatives, upon the request of Bxxxx, promptly will deliver to Buyer all documents, or other tangible embodiments, constituting Confidential Material or other information with respect to the Acquired Assets, without retaining any copy thereof, and shall promptly destroy all other information and documents constituting or containing Confidential Material; provided, however, that LMM Seller or its Representatives shall first obtain the consent be permitted to retain one archival copy of Shipper prior to providing any Confidential Information Material for recordkeeping purposes and to a prospective purchaserevidence Seller’s compliance with this Agreement or applicable Law, and that in addition, nothing in this Agreement shall require the alteration, modification, deletion or destruction of back-up tapes or other media made in the ordinary course of business. (b) As to the subject matter of this Agreement, this Section 6.2 supersedes any confidential disclosure agreements between the Parties. Any confidential information of a Party under any such prospective purchasers have agreed in writing agreement relating to keep the subject matter of this Agreement shall be merged into this Agreement and treated as Confidential Information confidential; providedMaterial of such Buyer hereunder, however, LMM may provide the Agreement subject to such prospective purchasers without seeking such consent. Except as provided above, under no circumstances shall the terms of this Agreement be disclosed to any other third party, including any newspaper, magazine or other publication, without the prior written consent of the other partySection 6.2.