Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. (a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.

Confidentiality and Publicity. 13.1. For the purposes of this Agreement (i) “Licensor Confidential Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information disclosed to the Company or any of its Representatives by the Licensor, TAU or any of their Representatives (for purposes of this section, collectively, the “Licensor Representatives”) in connection with the Licensed Technology, Consultation Services or Research, or otherwise under this Agreement, whether in written, oral, electronic or any other form, except and to the extent that any such information: (a) Each Party agrees towas known to the Company at the time it was disclosed, other than by previous disclosure by or on behalf of the Licensor, as evidenced by the Company’s written records; (b) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a violation by the Company or any of its Representatives of the confidentiality obligations herein; (c) is lawfully and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and in good faith made available to the Company by a third party who is not disclose or provide access subject to any Person to) all confidential information obligations of confidentiality to the Licensor with respect to such information; or (d) is independently developed by the Company without the use of or reference to Licensor Confidential Information, as demonstrated by documentary evidence; and (ii) “Company Confidential Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other Partiesinformation disclosed by or on behalf of the Company or any of its Representatives under this Agreement, whether in written, oral, electronic or relating any other form, and the Company Information, except and to the transactions contemplated herebyextent that any such information: (a) was known to the Licensor Representatives at the time it was disclosed, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in by previous disclosure by or on behalf of the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13GCompany, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt evidenced by Licensor’s written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, records at the time of disclosure, ; (b) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a violation by Licensor Representatives of the confidentiality obligations herein; (c) is lawfully and was in good faith made available to Licensor Representatives by a third party who is not disclosed in breach subject to obligations of this Agreement confidentiality to the Company with respect to such information; or (d) is independently developed by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media Xxxxxxxx Representatives without the prior written consent use of or reference to the Purchaser (in the case of a proposed release or announcement Company Confidential Information, as demonstrated by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authoritydocumentary evidence.

Confidentiality and Publicity. (a) Each Party Selling Shareholder agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the other Parties, Purchaser or the Group Companies or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party Selling Shareholder or any such agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange)information, provide the relevant Party Purchaser and the Company with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, Purchaser or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 6.2(a6.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives Purchaser and the Company waive compliance with this Section 6.2(a6.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors best efforts to obtain assurances that confidential treatment will be accorded such information; , provided, however, that such Selling Shareholder shall have provided a draft of the proposed disclosure to the Purchaser and the Company reasonably in advance and shall have obtained written confirmation from the Purchaser and the Company that they have no further comments to the content of such proposed disclosure; provided, further, that this Section 6.2(a6.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was disclosed not disclosed in breach of this Agreement by such Party any Selling Shareholder or any of its agents, representatives, Affiliates, employees, officers or directors, or was disclosed in accordance with Law or Government Authority. (b) The Purchaser agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the Selling Shareholders or the Group Companies or relating to the transactions contemplated hereby, (ii) in the event that the Purchaser or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Selling Shareholders and the Company with prompt written notice of such requirement so that the Selling Shareholders or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 6.5(b), and (iii) in the event that such protective order or other remedy is not obtained, or the Offshore Selling Shareholder and the Company waive compliance with this Section 6.5(b), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that, to the extent possible, the Purchaser shall have provided a draft of the proposed disclosure to the Selling Shareholders and the Company reasonably in advance and shall have obtained written confirmation from the Offshore Selling Shareholder and the Company that they have no further comments to the content of such proposed disclosure; provided, further, that this Section 6.5(b) shall not apply to any information that, at the time of disclosure, is in the public domain and was disclosed not in breach of this Agreement by the Purchaser or any of its agents, representatives, Affiliates, employees, officers or directors, or was disclosed in accordance with Law or Government Authority. (c) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of (i) the Purchaser (in the case of a proposed release or announcement by any Selling Shareholder or the SellerCompany) or of (ii) the Seller Offshore Selling Shareholder and the Company (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government AuthorityAuthority (in which case the Party being required to make such press release or public announcement shall provide (A) the Purchaser (if such Party is any Selling Shareholder) or (B) the Offshore Selling Shareholder and the Company (if such Party is the Purchaser) with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from (x) the Purchaser or (y) the Offshore Selling Shareholder and the Company, as applicable, that it has no further comments to the content of such proposed press release or public announcement).

Confidentiality and Publicity. (a) Each Having regard to the fact that the Parties may from time to time disclose some or all of their confidential information to one another, each Party hereby irrevocably agrees toand undertakes, in favour of each other Party, and in order to protect each Party's proprietary interests in and to its confidential information- not, during the existence of this Contract or at any time thereafter, to use, divulge or disclose, directly or indirectly to any person or entity whatsoever, in any form or manner whatsoever, either directly or indirectly, the confidential information of any other Party (or any portion thereof) that may have been disclosed or communicated to or acquired by the recipient; not, during the existence of this Contract or at any time thereafter, to use, exploit, permit the use of or in any other manner whatsoever apply the confidential information of any other Party (or any portion thereof) for its own benefit or for any other purpose whatsoever other than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of this Contract; and during the existence of this Contract and at all times thereafter, to maintain in secrecy all confidential information of the other Party which may have been disclosed or communicated to or acquired by the recipient. Notwithstanding the provisions of 67.1, any Party shall cause be entitled to disclose the confidential information of another Party to such of its agentsshareholders, representatives, Affiliatesdirectors, employees, officers and directors to: advisors and/or agents (i"associated Parties") treat and hold as confidential (and not disclose or provide access to any Person to) all may be necessary for the purpose for which that confidential information with respect was disclosed to it or for purposes of operating and executing the other PartiesConcession, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so provided that the relevant Party maydisclosing same shall take whatever steps are necessary to ensure that such associated Parties agree to abide by the terms of this clause 67 and each conclude a separate confidentiality and non-disclosure agreement mutatis mutandis on the terms and conditions set out in this clause 67 in order to prevent the unauthorised disclosure of the confidential information to third Parties. Each Party hereby - acknowledges that the unauthorised disclosure of the confidential information of another Party (or any portion thereof) to a third Party may cause irreparable loss, at its sole cost harm and damage to such other Party and accordingly hereby indemnifies and holds each other Party harmless against any loss, action, expense, seek claim, harm or damage, of whatever nature, suffered or sustained by such other Party pursuant to a protective order breach by the first mentioned Party or other remedy any associated Party of the first mentioned Party of the provisions of this Contract; and undertakes to take all such steps as may be necessary to prevent the confidential information of another Party (or waive compliance with any portion thereof) falling into the hands of unauthorised third Parties; and accepts responsibility for all acts and omissions of its associated Parties in relation to the confidential information of another Party. Any and all documentation or records relating to the confidential information of any Party which comes into the possession of another Party or any one or more of its associated Parties during the existence of this Section 6.2(a)Contract or at any time thereafter - shall be deemed to form part of the confidential information of the firstmentioned Party; shall be deemed to be the property of the firstmentioned Party; shall not be copied, reproduced, published or circulated by the recipient or any associated Party of the recipient save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the basis set out in 67.2; shall be surrendered to the firstmentioned Party on demand on termination of this Contract and (iii) neither the recipient nor any of its associated Parties shall retain any copies or précis thereof or extracts therefrom save as may be required by the recipient to fulfil its obligations in terms of this Contract or to conduct its business mutatis mutandis on the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential basis set out in 67.2. Any and all information which is legally required acquired by a Party pursuant to the implementation of this Contract, in whatever form or from whatsoever source (specifically including, but not limited to, information verbally communicated), shall be deemed to be provided confidential information and exercise its reasonable endeavors shall be subject to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) the provisions contained herein. The above undertakings relating to confidentiality and non-disclosure shall not apply to any information thatwhich - the Council is required to disclose to any Competent Authority, or customer pursuant to the Regulatory Provisions provided that in such circumstances the Party about to disclose any confidential information of another Party shall give such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; is disclosed to the Operator or to any Subcontractor of the Concessionaire or of the Operator; a Party can demonstrate is already in the public domain or becomes available to the public otherwise than by its default or the default of any of its associated Parties; a Party can demonstrate to have been in its possession at the time of disclosureits disclosure hereunder without an obligation of confidence, is as proved by such Party's written records; a Party can demonstrate was independently acquired or developed in the public domain and was circumstances that do not disclosed in amount to a breach of the provisions of this Agreement Contract by such Party it or by any of its agentsassociated Parties, representativesas proved by such Party's written records; a Party can demonstrate was acquired by it independently from a third Party acting in good faith which has not previously obtained the confidential information directly or indirectly under a confidentiality obligation from another Party, Affiliatesas proved by such Party's written records; is disclosed by a Party to any Competent Authority or to satisfy an order of a court of competent jurisdiction or to comply with the provisions of the Regulatory Provisions or of any law or regulation in force from time to time, employees, officers or directors. (b) No provided that in such circumstances the Party about to disclose any confidential information of another Party shall makegive such other Party sufficient prior written notice of such request so as to enable such other Party to take whatever steps it deems necessary to protect its interests in this regard; a Party uses or discloses in order to pursue any legal remedy available to it; a Party discloses to a person or entity who is negotiating with such Party for the acquisition of an interest in such Party , provided that the person or cause entity to whom any disclosure is made shall first have undertaken in writing not to disclose such information to another person or entity and to use it only for the purpose of evaluating its decision; or a Party discloses to its shareholders to enable such shareholders to consider the value and prospects of their shareholdings; a Party discloses to the Lenders, provided that the Party about to disclose any confidential information of another Party shall only disclose that portion of the confidential information of the other Party which it is legally required to disclose and shall use all reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances. In order to protect the confidential information of the Parties, each Party hereby undertakes - to claim and enforce similar confidentiality undertakings from all its associated Parties to whom the confidential information of another Party (or any portion thereof) has been disclosed; and to preclude other persons having access to the confidential information of the other Parties and shall only allow the aforesaid category of persons to come into contact with such confidential information. Save as may be maderequired by law or any regulatory authority, any press release no announcement or public announcement in respect publicity of content of this Agreement Contract or the transactions contemplated hereby embodied in this Contract shall be made or otherwise communicate with issued by or on behalf of any news media Party without the prior written consent agreement of the Purchaser other Party. For purposes of this clause 67, "confidential information" of any Party means all technical, trade, commercial, financial and management information and secrets of a Party, including (but is not limited to) any information in respect of formulae, know-how, statistics, processes, systems, business methods and techniques used by that Party in the case conduct of a proposed release its business; any information contained in any business or announcement other model, network and/or architecture design, all information contained in any document prepared by that Party in connection with the SellerConcession; all computer software, software concepts, specifications and internal control systems of that Party; all trade secrets, inventions, technical data, user or Consumer data, research and development data, profiles, designs, formulations and all other information belonging to or in the possession of that Party and used by it in its business operations; knowledge of details and particulars in regards to that Party's suppliers, customers and business associates; that Party's methods of conducting business, management, costs and related matters; any other information which relates to the business of that Party which is not readily available in the normal course of business to competitors of that Party and which may come to the knowledge of the recipient, and all other information, documentation, material or ideas of that Party, in whatever form and contained on whatever media, whether subject to or protected by common law or statutory laws relating to copyright, patent, trade xxxx (registered or unregistered) or otherwise. It is recorded that a copy of the Seller (in Contract will be submitted to the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government AuthorityMinister.

Confidentiality and Publicity. (a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government AuthorityAuthority (including but not limited to the China Banking Insurance Regulatory Commission).

Confidentiality and Publicity. (a) Each Party agrees to, and its Affiliates shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) maintain in confidence all confidential information (oral or written) identified as such received from any other Party in connection with respect to this Agreement (including the other PartiesCompany Information, or relating to “Confidential Information”), shall use such Confidential Information only in connection with the transactions contemplated hereby, shall not disclose any such Confidential Information to a third party or make any unauthorized use thereof and shall not use for its benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person or entity, any Company Information. “Company Information,” as used in the preceding sentence, means any information regarding the Company’s and the Subsidiary’s business methods, business policies, procedures, techniques, research or development projects or results; historical or projected financial information, budgets, trade secrets or other than knowledge or processes of or developed by the Company or the Subsidiary; any names and addresses of customers or clients or any data on or relating to their respective Affiliatespast, present or prospective Company or Subsidiary customers or clients; or any other confidential information relating to or dealing with the business, or operations or activities of the Company or the Subsidiary, excepting in each case information otherwise lawfully known generally by, or readily accessible to, the trade or the general public. Each Party and their Affiliates’ agentsits Affiliates shall treat such Confidential Information with the same degree of care against disclosure or unauthorized use which it affords to its own confidential information of a similar nature or a reasonable degree of care, professional advisorswhichever is greater. Notwithstanding the foregoing, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential informationConfidential Information shall not include any information that (i) has become generally available in the public domain, (ii) was in the receiving party’s possession prior to disclosure, (iii) was independently developed by the receiving party, or (iv) was received from a third party who had a right to disclose such information. (b) In the event that a Party is requested or required (by Applicable Law or by oral questions, interrogatories, requests for information or documents by any Party Governmental Entity or any agentother Person in legal proceedings, professional advisorsubpoenas, representative, Affiliate, employee, financing source, investor, officer civil investigative demands or director of such Party becomes legally compelled other similar processes) to disclose any such information (except for information that is Confidential Information received from a disclosing party, the recipient party so requested or required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), shall provide the relevant Party disclosing party with prompt written notice of any such request or requirement so that the relevant Party may, at its sole cost and expensedisclosing party may object to production, seek a protective order or other appropriate remedy or and/or waive compliance with the provisions of this Section 6.2(a)Agreement. If, and (iii) in the event that such absence of a protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a)receipt of a waiver of the disclosing party, furnish only such recipient party is nonetheless legally compelled to disclose such Confidential Information, such recipient party may, without liability hereunder, disclose that portion of such confidential information the Confidential Information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will disclosed. (c) Except as may be accorded such information; providedrequired by Applicable Law, howeverincluding, that this Section 6.2(a) shall not apply without limitation, the securities laws of any relevant jurisdiction, no press release, publicity, disclosure or notice to any information thatPerson concerning any of the transactions contemplated hereby shall be issued, at the time of disclosuregiven, is in the public domain and was not disclosed in breach of this Agreement made or otherwise disseminated by such any Party or any of its agentsAffiliates at any time (whether prior to, representatives, Affiliates, employees, officers at or directors. (bafter the Closing) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (approval of, in the case of the disclosing party is a proposed release Seller or announcement by the Seller) or a Buyer, all of the Seller (other Parties or, in the case the disclosing party is the Company, either the Buyers (before the Closing Date) or all of a proposed release or announcement by the PurchaserSellers (after the Closing Date), unless otherwise required which approval shall not be unreasonably withheld; provided, that promptly after the date hereof (and in any event within one (1) week after the date hereof), the Sellers and the Buyers shall (or the Buyers, acting alone, at any time after the expiration of such one (1) week period, may, if the Sellers and the Buyers have not by Law or Government Authoritythen acted jointly) issue a press release announcing the signing of this Agreement and the effect of this Agreement on the ownership of the Company, and provided, further, that any Buyer may freely circulate such press release and that any Buyer, following notice to the Sellers at any time after the date hereof may make appropriate inquiries of the Company’s customers and suppliers.

Confidentiality and Publicity. 15.1 Both Parties agree that in carrying out their obligations under this Agreement a party may have access to the other party’s Confidential Information including but not limited to all data, documentation, trade secrets, certain passwords, know how, accounts computer readable data (including but not limited to any software programmes, financial information, product information, analyses, compilations, studies, interpretations, data bases, manuals, procedures, policies, internal systems and controls used, investment strategies) and all information in whatsoever form, tangible or intangible pertaining to the Client’s business, or otherwise relevant and pertaining to this Agreement and irrespective as to whether such information is marked “confidential” or “proprietary” or otherwise (herein after referred to as “Confidential Information”) 15.2 Each of the Parties shall keep confidential this Agreement and shall not disclose to any other person nor use for any purpose any Confidential Information or any information obtained from the other Party or as a result of negotiating, entering into or implementing this Agreement other than information which: (a) Each Is required to be disclosed by operation of law or any requirement of a competent authority PROVIDED ALWAYS that the disclosing Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to promptly inform the other Parties, or relating Party to whom the transactions contemplated hereby, other than Confidential Information belongs of any such requirement to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of enable such Party becomes legally compelled to disclose take any such information legal measures or otherwise for purposes of protecting its interests; or (except for information that is b) Is reasonably required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or confidence to the Party’s professional advisors for use in connection with a Schedule 13D or Schedule 13G, this Agreement PROVIDED ALWAYS the said Party shall be responsible for ensuring its said professional advisors adhere to the Party’s obligation of confidentiality as if such advisors were the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant receiving Party with prompt written notice of such requirement so PROVIDED ALWAYS that the relevant Party may, at Receiving Party’s obligation’s with regard to the information it holds in confidence will not be transferred to its sole cost and expense, seek a protective order professional advisors but remain in it; or (c) Is or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in becomes within the public domain (otherwise than through the default of the recipient Party); or (d) Is in the possession of the receiving Party without restriction in relation to disclosure at the date of receipt from the disclosing Party; or (e) Is received from a third party who lawfully acquired it and was not disclosed in breach of this Agreement by such Party or any of who is under no obligation restricting its agents, representatives, Affiliates, employees, officers or directorsdisclosure. (b) No Party shall make, 15.3 All public announcements and / or cause to be made, any press release or public announcement in respect connection with the subject matter of this Agreement or its implementation shall only be made after mutual consultation and agreement in writing on all the transactions contemplated hereby or otherwise communicate with any news media without parameters thereof; 15.4 Any breach of this Clause shall entitle the prior written consent of the Purchaser (offended Party to terminate this Agreement forthwith in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authorityaddition to other remedies entitled to it under law.

Confidentiality and Publicity. (a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other PartiesParty, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisorsrepresentatives, representativesAffiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (iiA) in the event that any each Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled is permitted to disclose any such information (except for information that is required to be disclosed in by applicable Law, any filing Government Authority or reporting required under applicable securities lawexchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may beapplicable, or any amendments thereto (it being understood that such disclosure, if applicable, will be made promptly after the execution of the relevant definitive agreements(s) with respect to the Merger) and (B) the Purchaser is permitted to disclose or cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under this Agreement (including a copy of this Agreement) to the Company, the Company’s directors, officers and advisors, and the advisors of the independent members of the Company’s board of directors (the “Permitted Merger Disclosure”, and together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any rule or regulation of Party becomes legally compelled to disclose any national securities exchangesuch information (except for the Permitted Disclosure), provide the relevant other Party with prompt written notice of such requirement so that the relevant other Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a5.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant other Party waives compliance with this Section 6.2(a5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such informationinformation and (iv) prior to making a Permitted Merger Disclosure, the disclosing Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of such disclosure; provided, however, that this Section 6.2(a5.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directorsParty. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the SellerSelling Shareholder) or of the Seller Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law Law, any Government Authority or Government Authorityapplicable securities exchange, provided that the Purchaser, the Company, Huya and their respective Affiliates (not including, for the avoidance of doubt, the Selling Shareholder) shall be permitted to make press release or public announcement in respect of the Merger or transactions contemplated by or related to the Merger so long as the requirements and procedures set forth under Section 5.2(a) have been complied with.

Confidentiality and Publicity. (a) Each Party Member agrees tothat it shall, and shall cause its agentsAffiliates and its and their officers, representativesmanagers, Affiliatesdirectors, employees, officers legal counsel, agents and directors representatives (together with the Affiliates, the “Confidentiality Affiliates”) to: (i) treat and , hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Partiesdisclose, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser Board, (i) the terms of this Agreement, (ii) information, data and results generated or acquired by or on behalf of the Company as a result of the Company conducting its operations, business and affairs, including agreements and Permits of the Company, and (iii) any data, information, materials and reports furnished pursuant to this Agreement relating to the Company and its business and affairs, whether furnished verbally, in writing or in electronic form, and whether the confidential or proprietary status is indicated orally or in writing or in a context in which the Company or the disclosing Member or its Confidentiality Affiliates reasonably communicated, or the receiving Member or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used to so identify such information (“Confidential Information”). Subject to the remaining provisions of this Section 7.13, each Member agrees that it will not disclose Confidential Information to any Person, other than any of its Confidentiality Affiliates who has been made aware of the confidentiality restrictions contained in Section 7.13 that are applicable to Confidentiality Affiliates. (b) The obligations contained in Section 7.13(a) shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (i) was known to the receiving Member or its Confidentiality Affiliates prior to receipt from the Company or the disclosing Class A Member or its Confidentiality Affiliates; (ii) was, or becomes through no breach of the obligations of the receiving Member or its Confidentiality Affiliates hereunder, known to the public; (iii) becomes known to the receiving Member or its Confidentiality Affiliates from other sources under circumstances not involving any breach of any confidentiality obligation between such source and the disclosing Member’s or its Confidentiality Affiliates or a Third Party; (iv) is independently developed by the receiving Member or its Confidentiality Affiliates separate and apart from the Company and the Business in a capacity other than as a Member, agent, representative or Affiliate of the Company; (v) is required to be disclosed by Law, applicable legal process or applicable stock exchange rules or policies, as determined in the reasonable judgment of the disclosing Member; (vi) is necessary or desirable to be disclosed to Governmental Authorities or (vii) is necessary or reasonably desirable to be disclosed to the public, to members of the financial community or to the equity holders of the disclosing Person in connection with any reporting requirements or common practices relating to public companies; provided, however, that any Member intending to disclose Confidential Information in reliance on Section 7.13(b)(v), (vi) or (vii) shall, to the extent commercially practicable and lawful, prior to making such disclosure, notify the Company of the intended disclosure in writing (including a draft in substantially final form of the intended disclosure, or a transcript if the intended disclosure is oral) reasonably in advance of making such disclosure and consider in good faith all comments received from the Company or any Class A Member with respect to modification of the disclosure. (c) The obligations contained in Section 7.13(a) shall not apply to the use of Confidential Information in the conduct by the Company or the Board of the Business on behalf of the Company. Notwithstanding anything in Section 7.13(a) to the contrary, a Class A Member or its Confidentiality Affiliate may disclose Confidential Information (i) to a Class A Member’s Confidentiality Affiliates having a reasonable need to know; (ii) to a Class A Member’s or the Company’s accountants; (iii) to contractors, subcontractors and other service providers acting on behalf of the Company, but only if the recipients of such Confidential Information have agreed to be bound by confidentiality provisions that are no less stringent than those set forth in this Section 7.13, (iv) to lenders or potential lenders or other Persons providing Financing in connection with bona fide Financing by the Company or a Class A Member or its Confidentiality Affiliate but only if the recipients of such Confidential Information have agreed to be bound by confidentiality provisions that are not materially less stringent than those set forth in this Section, (v) in connection with a bona fide proposed Disposition by a Class A Member, to Persons who are Transferees or potential Transferees or, in the case of Permitted Pledge Dispositions, secured creditors of such Class A Member, in connection with such Disposition, but only if the recipients of such Confidential Information have agreed to be bound by confidentiality provisions that limit their use of the Confidential Information to the sole purpose of evaluating the potential Disposition and are otherwise no less stringent than those set forth in this Section, (vi) to a proposed nationally recognized credit rating agency and (vii) to a court of competent jurisdiction or arbitrators to the extent necessary to the exercise of its rights and remedies under this Agreement. (d) No article for external publication, advertising, press release or announcement other public announcement, regulatory filing, statement or comment relating to the Company, other than the sole fact that such Member is a Member of the Company, shall be issued or made by the Seller) or Members without Majority Approval of the Seller (in the case of a proposed Board; provided, that an article, advertisement, press release or announcement other public announcement, regulatory filing, statement or comment made without Majority Approval of the Board shall not be in violation of this Section 7.13 if it is (i) required to be issued or made by Law, applicable legal process or applicable stock exchange rules and policies; (ii) necessary or desirable to a Class A Member to be issued to or filed with Governmental Authorities or (iii) necessary or reasonably desirable to a Class A Member to be issued or made in connection with any reporting requirements or common practices relating to public companies; provided, further, that any Class A Member intending to issue or make an article, advertisement, press release or other public announcement, regulatory filing, statement or comment without Majority Approval of the Board in reliance on Sections 7.13(d)(i)-(iii) shall, to the extent commercially practicable and lawful, prior to such issuance, notify the Company of the intended issuance in writing (including a draft in substantially final form of the intended article, advertisement, press release or other public announcement, regulatory filing, statement or comment) reasonably in advance of making such issuance and consider in good faith all comments received from the Company or any Class A Member with respect to modification of the disclosure. (e) The Members acknowledge that, from time to time, the Company may need information from any or all of such Members for various reasons, including to comply with various federal and state Laws. Each Member shall provide to the Company all information reasonably requested by the Purchaser)Company for purposes of complying with federal or state Laws or for purposes of providing information to federal or state regulatory authorities in connection with tariff rate or other regulation, unless otherwise required by Law or Government Authorityin each case within a reasonable amount of time from the date such Member receives such request.

Confidentiality and Publicity. (a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a5.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.

Confidentiality and Publicity. (a) Each Party Member agrees to, that it shall (and shall cause its agentsAffiliates and its and their officers, representatives, Affiliatesdirectors, employees, officers legal counsel, agents and directors representatives (together with the Affiliates, the "Confidentiality Affiliates") to: ) (i1) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, (other than by a Member to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who its Confidentiality Affiliates having a reasonable need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchangepermitted purposes hereunder), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser other Members, all confidential or proprietary written, recorded or oral information or data (including research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know how and computer programming and other software techniques) provided or developed by the Company, another Member or its Confidentiality Affiliates in connection herewith or with the Purchased Project Partnerships, whether such confidentiality or proprietary status is indicated orally or in writing or in a context in which the Company or the disclosing Member or its Confidentiality Affiliates reasonably communicated, or the receiving Member or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words "confidential" or "proprietary" are used ("Confidential Information") and (2) use such Confidential Information only for the purposes of performing its obligations hereunder to which it is a party and carrying on the business of the Company; provided, however, that Members may disclose any such Confidential Information on a confidential basis to current and prospective lenders in connection with a loan or prospective loan to a Member and to prospective purchasers of a Membership Interest from a Member, as well as to their legal counsel, agents and representatives. (b) The obligations contained in the case preceding paragraph shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (1) was, or becomes through no breach of the receiving Member's obligations hereunder, known to the public, (2) becomes known to the receiving Member or its Confidentiality Affiliates from other sources under circumstances not involving any breach of any confidentiality obligation between such source and the disclosing Member's or discloser's Confidentiality Affiliates or a proposed release or announcement third party, (3) is independently developed by the Sellerreceiving Member or its Confidentiality Affiliates, or (4) is required to be disclosed by law, governmental regulation or applicable legal process. (c) Except as required by applicable law, each Member agrees that it will not issue or release for external publication any article or advertising or publicity matter relating to the Company or the Purchased Project Partnerships without the prior consent of the Seller Board of Directors, which consent shall not be unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary set forth herein or in any other agreement to which the Members are parties or by which they are bound, the obligations of confidentiality contained herein and therein (the "Confidentiality Obligations"), as they relate to the transactions contemplated hereby, shall not apply to the "tax structure" or "tax treatment" of the transactions contemplated hereby (as these terms are used in Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations (the "Confidentiality Regulation") promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended); and each Member (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the "tax structure" and "tax treatment" of the transactions contemplated hereby (as these terms are defined in the case of a proposed release Confidentiality Regulation). In addition, each Member acknowledges that it has no proprietary or announcement by exclusive rights to any tax matter or tax idea related to the Purchaser), unless otherwise required by Law or Government Authoritytransactions contemplated hereby.

Confidentiality and Publicity. (a) Each Party Selling Shareholder agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the other Parties, Purchaser or the Group Companies or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party Selling Shareholder or any such agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange)information, provide the relevant Party Purchaser and the Company with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, Purchaser or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 6.2(a7.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives Purchaser and the Company waive compliance with this Section 6.2(a7.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors best efforts to obtain assurances that confidential treatment will be accorded such information; , provided, however, that such Selling Shareholder shall have provided a draft of the proposed disclosure to the Purchaser and the Company reasonably in advance and shall have obtained written confirmation from the Purchaser and the Company that they have no further comments to the content of such proposed disclosure; provided, further, that this Section 6.2(a7.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was disclosed not disclosed in breach of this Agreement by such Party any Selling Shareholder or any of its agents, representatives, Affiliates, employees, officers or directors, or was disclosed in accordance with Law or Government Authority. (b) The Purchaser agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the Selling Shareholders or the Group Companies or relating to the transactions contemplated hereby, (ii) in the event that the Purchaser or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Selling Shareholders and the Company with prompt written notice of such requirement so that the Selling Shareholders or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 7.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or the Majority Selling Shareholders and the Company waive compliance with this Section 7.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that, to the extent possible, the Purchaser shall have provided a draft of the proposed disclosure to the Selling Shareholders and the Company reasonably in advance and shall have obtained written confirmation from the Majority Selling Shareholders and the Company that they have no further comments to the content of such proposed disclosure; provided, further, that this Section 7.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was disclosed not in breach of this Agreement by the Purchaser or any of its agents, representatives, Affiliates, employees, officers or directors, or was disclosed in accordance with Law or Government Authority. (c) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of (i) the Purchaser (in the case of a proposed release or announcement by any Selling Shareholder or the SellerCompany) or of (ii) the Seller Majority Selling Shareholders and the Company (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government AuthorityAuthority (in which case the Party being required to make such press release or public announcement shall provide (A) the Purchaser (if such Party is any Selling Shareholder) or (B) the Majority Selling Shareholders and the Company (if such Party is the Purchaser) with a draft of the proposed press release or public announcement reasonably in advance and shall have obtained written confirmation from (x) the Purchaser or (y) the Majority Selling Shareholders and the Company, as applicable, that it has no further comments to the content of such proposed press release or public announcement).

Confidentiality and Publicity. 22.1 Subject to the exceptions provided in clauses 22.2 and 22.3, neither of the Parties shall, from the Signing Date until the expiry or termination of this Agreement or within the period of one year following such expiry or termination of this Agreement, without the consent of the other Party, divulge or allow or permit its officers, employees, agents or contractors to divulge, to any person or entity any of the contents of this Agreement or any commercially confidential information relating to the negotiations concerning this Agreement or any commercially confidential information relating to this Agreement which may come to a Party's knowledge in the course of such negotiations or otherwise concerning the operations, contracts, commercial or financial arrangements or affairs of the other Party. 22.2 The restrictions imposed by clause 22 shall not apply to the disclosure of any information: (a) Each Party agrees to, which now or hereafter comes into the public domain otherwise than as a result of a breach of an undertaking of confidentiality or which is obtainable from sources other than the Parties; (b) where and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to the extent it is required under Applicable Laws to be disclosed to any Person toperson who is authorised by such Applicable Laws to receive the same; (c) all confidential information with respect where and to the other Parties, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that extent it is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as by the case may be, or any amendments thereto and including any rule or regulation regulations of any national securities exchange), provide recognised exchange upon which the relevant share capital of the Party with prompt written notice of such requirement so that making the relevant Party may, at its sole cost disclosure is or is proposed to be from time to time listed or dealt in; (d) where and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in to the event that such protective order or other remedy extent it is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors given to obtain assurances that confidential treatment will be accorded such information; provideda court, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is arbitrator or administrative tribunal in the public domain and was not disclosed in breach course of this Agreement proceedings before it to which the disclosing Party is party; (e) which is given by such a Party or to any of its agents, representatives, Affiliates, employees, officers or directors.employees or to any of its Affiliates or such Affiliate's officers or employees who require the same to enable them properly to carry out their duties, provided that such persons are bound by obligations of confidentiality equivalent to those in this clause 22; (bf) No which is given by a Party shall maketo any of its consultants, banks, financiers, insurers or advisors or to any of its Affiliate or such Affiliate's consultants, banks, financiers, insurers or advisors, provided that such persons are bound by obligations of confidentiality equivalent to those in this clause 22; or (g) which is given by the Developer to a bona fide potential investor in, or cause to be madepurchaser of the shares in, any press release or public announcement in respect of this Agreement the Developer or the transactions contemplated hereby assets comprising the Facility (or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release their professional consultants, banks, financiers, or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaseradvisors), unless otherwise required provided that such persons are bound by Law or Government Authorityobligations of confidentiality equivalent to those in this clause 22.

Confidentiality and Publicity. (a) Each Party of the Warrantors and the Seller agrees to, and shall cause its or his agents, representatives, Affiliates, employees, officers and directors to: to (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential or proprietary information with respect to the other PartiesPurchaser, the Business or the Group Companies or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party the Founder or the Seller or any such agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange)information, provide the relevant Party Purchaser and the Company with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, Purchaser or the applicable Group Company may seek a protective order or other remedy or waive compliance with this Section 6.2(a6.6(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives Purchaser and the Company waive compliance with this Section 6.2(a6.6(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its commercially reasonable endeavors efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a6.6(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party the Founder or the Seller or any of its or his agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by any Seller or the SellerCompany) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority; provided, that such consent shall not be unreasonably withheld, conditioned or delayed. The Parties acknowledge that NaaS Technology Inc. as the sole shareholder of the Purchaser and a publicly traded company, may be required to issue a press release or otherwise publicly disseminate certain information regarding the transactions contemplated by the Transaction Documents, and the Founder and the Seller shall provide all reasonable cooperation (in the case of the Seller, to the extent it is possible for the Seller to cooperate) in that regard.

Confidentiality and Publicity. 21.1 In this Clause confidential information (the Confidential Information) means any information: (a) Each Party agrees towhich any Shareholder may have or acquire (whether before or after the date of this Agreement) in relation to the business, and shall cause assets or affairs of the Company; (b) which any Shareholder or its agentsAffiliates may have or acquire (whether before or after the date of this Agreement) in relation to the business, representatives, assets or affairs of any other Shareholder or any of the other Shareholder’s Affiliates, employees, officers and directors to: as a consequence of the negotiations relating to this Agreement or the performance of this Agreement; or (ic) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect which relates to the other Partiescontents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement), but excludes the information in Clause 21.2. 21.2 Information is not Confidential Information if: (a) it is or relating to the transactions contemplated hereby, becomes public knowledge other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in as a direct or indirect result of the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not being disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors.Agreement; (b) No any Party shall make, or cause can establish to be made, the reasonable satisfaction of the other Parties that it found out the information from a source not connected with the other Parties and that the source is not under any press release or public announcement obligation of confidence in respect of the information; (c) any Party can establish to the reasonable satisfaction of the other Parties that the information was known to the first Party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information; or (d) the Parties agree in writing that it is not confidential. 21.3 Each Party shall at all times use all reasonable endeavours to keep confidential (and to ensure that its employees, agents, Affiliates and the employees and agents of such Affiliates, and the Company (in respect of information specified in Clauses 21.1(b) and 21.1(c)) shall keep confidential) any and all Confidential Information and shall not disclose any such Confidential Information except: (a) to its Affiliates or to a Party’s professional advisers where such disclosure is for a purpose related to the transactions contemplated hereby or otherwise communicate operation of this Agreement; (b) with any news media without the prior written consent of the Purchaser Company or the Party that the information relates to; (c) as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory body, when the Party concerned shall, if practicable, supply a copy of the required disclosure to the other Parties before it is disclosed and incorporate any amendments or additions reasonably required by the other Parties; or (d) to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Party concerned or any of its Affiliates. 21.4 Each Party shall inform (and shall use all reasonable endeavours to procure that any Affiliate and the Company shall inform) any officer, employee or agent or any professional adviser advising it in relation to the case matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them: (a) to keep it confidential; and (b) not to disclose it to any third party (other than those Persons to whom it has already been disclosed in accordance with the terms of this Agreement). 21.5 Upon termination of this Agreement, any Party may demand the others to destroy any documents containing Confidential Information in relation to the first Party by notice in writing whereupon the other Parties shall (and shall procure that its Affiliates, and its officers and employees and those of its Affiliate and the Affiliate) destroy (and certify the destruction of) any copies of such documents and any other document or other record reproducing, containing or made from or with reference to the Confidential Information (save, in each case, for any submission to or filings with governmental, tax or regulatory authorities). Such destruction shall take place as soon as practicable after the receipt of any such notice. Notwithstanding the foregoing, the Parties may retain the Confidential Information; (a) as part of its automatic electric archiving and back-up procedures where to destroy such electric records would be significantly impractical or prohibitively costly, or (b) which is included in board or management papers, memoranda, approvals, minutes or other records which shall be retained for the purposes of and so long as requested or required by any applicable law, regulation or rule, or any competent judicial, governmental, supervisory, listing or regulatory authority or body, or internal compliance policies; provided, that, any such retained Confidential Information shall remain subject to the terms and conditions of this Agreement. 21.6 Subject to any applicable law or the rules of any stock exchange on which securities of the relevant party are listed, none of the Parties hereto shall make any public announcement or divulge or otherwise make public in any manner any information in relation to this Agreement, the Company, or the transactions or arrangements hereby contemplated or herein referred to (including without prejudice to the foregoing generality, the fact that this Agreement has been entered into amongst the Parties) or any matter ancillary thereto without the prior consent of the other Parties (which consent shall not be unreasonably withheld or delayed). If a public announcement is required to be made by applicable law or by the rules of a proposed release or announcement by the Seller) or stock exchange on which securities of the Seller (in relevant Party are listed, such public announcement may be made provided, where lawful, notice is given to the case of other Parties and to the extent possible such other parties are given a proposed release reasonable opportunity to comment thereon, having regard to any time limit imposed by law or announcement by the Purchaser), unless otherwise required by Law or Government Authoritystock exchange rules.

Confidentiality and Publicity. (a) All confidential information disclosed by a party hereto or its Affiliates to the other party hereto or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient party. Each Party agrees to, and party shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all such confidential information with respect to of the other Parties, party or relating to its Affiliates in the transactions contemplated hereby, other than to their respective Affiliates, same manner and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know with the same protection as such recipient party maintains its own confidential information, (ii) but no less than a reasonable standard of care. A recipient party may only disclose confidential information of the other party to employees, agents, contractors, consultants and advisers of the party and its Affiliates, licensees and sublicensees; provided that such persons are bound to maintain the confidentiality of the confidential information in a manner consistent with the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director confidentiality provisions of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required this Agreement. The mutual obligations under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) 9.17 shall not apply to any information that, to the extent the recipient party can demonstrate by competent evidence that such information: (i) is (at the time of disclosure, is in ) or becomes (after the time of disclosure) known to the public or part of the public domain and was not disclosed in through no breach of this Agreement by such Party the recipient party or its Affiliates; (ii) was known to, or was otherwise in the possession of, the recipient party or its Affiliates prior to the time of disclosure by the disclosing party; (iii) is disclosed to the recipient party or an Affiliate on a non-confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing party or any of its agents, representatives, Affiliates; or (iv) is independently developed by or on behalf of the recipient party or its Affiliates, employeesas evidenced by its written records, officers without reference to the confidential information disclosed by the disclosing party or directorsits Affiliates under this Agreement. In addition to disclosures allowed hereunder, each party hereto may disclose confidential information belonging to the other party to the extent such disclosure is necessary in the following instances: (i) complying with applicable court orders or governmental regulations; and (ii) disclosure to consultants, investors, bankers, lawyers, accountants, agents or other third parties in connection with due diligence or similar investigations by such third parties, provided, in each case, that any such consultant, investor, banker, lawyer, accountant, agent or third party is bound to maintain the confidentiality of the confidential information in a manner consistent with the confidentiality provisions of this Agreement. (b) No Party shall make, or cause Each party hereto agrees not to be made, issue any press release or other public announcement in respect statement, whether oral or written, disclosing the existence of this Agreement, the terms hereof or any information relating to this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in other party; provided however, that neither party hereto will be prevented from complying with any duty of disclosure it may have pursuant to law or governmental regulation or pursuant to the case rules of any recognized stock exchange or quotation system. A party hereto who desires to issue a proposed press release or announcement by make any other public disclosure relating to this Agreement shall notify the Sellerother in writing at least ten (10) business days (or such shorter period where legally required) before the time of the Seller proposed release. Such party shall provide a draft of any of the proposed documents containing any such reference (including without limitation, a copy of this Agreement or any excerpt hereof, proposed to be filed with any securities regulatory authority or any securities exchange) to the other party and its counsel in sufficient time for review of such documents. In the case of a proposed release or announcement by event such other party objects to any such reference, the Purchaser), unless otherwise required by Law or Government Authorityapplicable document will be modified to such party’s reasonable satisfaction.

Confidentiality and Publicity. (a) Each Party Member agrees to, that it shall (and shall cause its agentsAffiliates and its and their officers, representatives, Affiliatesdirectors, employees, officers legal counsel, agents and directors to: representatives (together with the Affiliates, the "Confidentiality Affiliates") to (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, (other than by a Member to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who its Confidentiality Affiliates having a reasonable need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchangepermitted purposes hereunder), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser other Members, all confidential or proprietary written, recorded or oral information or data (including research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know how and computer programming and other software techniques) provided or developed by the Company, another Member or its Confidentiality Affiliates in connection herewith or with the case Business, whether such confidentiality or proprietary status is indicated orally or in writing or in a context in which the Company or the disclosing Member or its Confidentiality Affiliates reasonably communicated, or the receiving Member or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words "confidential" or "proprietary" are used ("Confidential Information") and (ii) use such Confidential Information only for the purposes of performing its obligations hereunder to which it is a party and carrying on the business of the Company; provided, however, that Members may disclose any such Confidential Information on a confidential basis to current and prospective lenders in connection with a loan or prospective loan to a Member and to prospective purchasers of Membership Interests from a Member, as well as to their legal counsel, agents and representatives. Notwithstanding the foregoing, the Members may disclose any such Confidential Information on a confidential basis to limited partners or prospective limited partners or investors of a proposed release Member or announcement its Confidentiality Affiliates in connection with fundraising efforts and reporting requirements; provided, that such disclosure shall not require any disclosure to existing securityholders of the Company, MSW Energy Holdings, UAE Holdings or their respective Subsidiaries in accordance with applicable securities laws, including Regulation FD under the Exchange Act; and provided further, that such disclosure shall not contain any projections, forecasts or budgets of or with respect to the Company. (b) The obligations contained in Section 5.01(a) shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (i) was, or becomes through no breach of the receiving Member's obligations hereunder, known to the public, (ii) becomes known to the receiving Member or its Confidentiality Affiliates from other sources under circumstances not involving any breach of any confidentiality obligation between such source and the disclosing Member's or discloser's Confidentiality Affiliates or a third party, (iii) is independently developed by the Sellerreceiving Member or its Confidentiality Affiliates, or (iv) is required to be disclosed by law, governmental regulation or applicable legal process. (c) Except as required by applicable law, each Member agrees that it will not issue or release for external publication any article or advertising or publicity matter relating to the Company or the Business without the prior consent of the Seller (in Board of Directors, which consent shall not be unreasonably withheld or delayed. [the case remainder of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.this page is left intentionally blank]

Confidentiality and Publicity. (a) 13.1 Each Party agrees toparty shall preserve the confidentiality of all Confidential Information of the other which it receives, keep such information secure and protected against theft, damage, loss, or unauthorised access, and not use such information for any purpose except as contemplated by this Agreement. Moreover, each party shall cause ensure that such obligations are observed by its employees, officers, agents, representativesand contractors. These obligations shall survive the variation, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Partiesrenewal, or relating to termination of the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director Agreement for a period of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) three years but shall not apply to any information that, at the time of disclosure, which is already in or subsequently comes into the public domain and was through no fault of the recipient. 13.2 Notwithstanding Clause 13.1, nothing in this Agreement shall stop XXXXX from disclosing or using in the course of its business any technical knowledge, skill or expertise of a generic nature which is not disclosed Confidential Information acquired by XXXXX in breach the performance of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directorsAgreement. (b) No Party shall make13.3 HAYNE may not, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of Customer: (i) refer to the Purchaser Customer in XXXXX'x publicity material as being a Customer and (ii) publicise XXXXX'x work under this Agreement. The Customer undertakes not to publicise work undertaken by XXXXX through the use of XXXXX'x name without the prior written consent of XXXXX. 13.4 The parties agree that: (a) Confidential Information does not include information that: (i) is, or later becomes, publicly available through no act or default of recipient; (ii) is rightfully in the case possession of a proposed release or announcement the recipient prior to its disclosure to recipient by discloser as proved by the Sellerrecipient’s written records; (iii) or of the Seller (is received in the case of a proposed release or announcement good faith by the Purchaser)recipient from a third party, unless otherwise free of any obligation of confidentiality as proved by the recipient’s written records; (iv) is independently developed by the recipient without use of discloser’s Confidential Information; or (v) is approved for release by written authorisation of Discloser; and (b) A disclosure of Confidential Information which is required by Law law, judicial order, a government agency, or Government Authorityregulatory authority stock exchange shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided that such recipient shall provide prompt prior written notice thereof to discloser and permit such discloser to, within a reasonable time period, seek measures to preserve the confidentiality of its Confidential Information.

Confidentiality and Publicity. During the course of the parties’ commercial relationship, either party may have or may be provided access to the other party’s confidential information and materials, including, but not limited to, information deemed by the disclosing party to be non-public, proprietary, secret and/or confidential, including, without limitation, computer programs (source and object codes), data, technical drawings, know-how, trade secrets, pre-release devices or products, pricing of goods or services, formulas, processes, ideas, inventions (whether patentable or not), maps, graphs, valuations, returns, financial statements, analyses, and compilations or other reasonably necessary documents and any other technical, economic, customer, personnel or descriptive information, forecasts or concepts relating to the disclosing party (collectively, “Confidential Information”). Each party agrees to maintain such Confidential Information in accordance with any non-disclosure agreement, confidentiality agreement or similar instrument executed by the parties hereto (“NDA”); provided, that, in the absence of an NDA, at a minimum, each party hereto agrees to (a) Each maintain such Confidential Information in strict confidence, (b) limit disclosure to only those persons who have a reason to know such information, (c) take all reasonable precautions to prevent unauthorized disclosure and (d) protect such Confidential Information in the same manner in which it treats its own information of like kind, but, in any event, with no less than due care, until such time as the Confidential Information becomes rightfully available to the public through no fault of the receiving party. Supplier acknowledges that Buyer has made no warranty hereunder, express or implied, as to the accuracy or completeness of Buyer’s Confidential Information and Buyer shall assume no liability resulting from the use of Buyer’s Confidential Information or any errors therein or omissions therefrom. The parties agree that neither will disclose the existence of these Terms and Conditions or the Purchase Order, nor any of its details or the existence of a commercial relationship, to any third party without the written consent of the other party. Notwithstanding the foregoing, either Party agrees to, may publicly disclose the existence and shall cause its agents, representatives, Affiliates, employees, officers content of these Terms and directors to: Conditions or the Purchase Order without the consent of the other Party (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Parties, or relating extent required by applicable federal and state securities laws in effect from time to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such informationtime; provided, however, that this Section 6.2(athe Party with the requirement to disclose shall give the other Party prior written notice of such requirement including reasonable particulars; (ii) shall not apply to any third parties who agree to keep such information thatconfidential in connection with an acquisition, at disposition, equity or debt financing or other strategic transaction involving the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such relevant Party or any of its agentsaffiliates and (iii) to Suppliers, representativesservice providers and consultants of either Party or any of their respective affiliates who have a valid need to know, Affiliates, employees, officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect are aware of the confidential nature of this Agreement and agree to keep such information confidential. Neither party may use the other party’s name or the transactions contemplated hereby trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project references or otherwise communicate with any news media client listings without the other party’s prior written consent of consent. *** Certain information in this document has been omitted and filed separately with the Purchaser (in Securities and Exchange Commission. Confidential treatment has been requested with respect to the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authorityomitted portions.

Confidentiality and Publicity. (a) Each Party agrees to1. Neither party will publish or otherwise disclose the terms, conditions and prices of this Agreement, except as required by law. Should AMERICARE-employee, in the performance of this Agreement, disclose to Distributor information that is confidential or proprietary, Distributor will not disclose or distribute any such information, in whole or in part, to any person other than Distributor's employees and agents, and shall cause its agentssolely to the extent necessary for the performance of Distributor's duties hereunder. Distributor will notify AMERICARE immediately, representativesbut within no more than three (3) business days, Affiliatesif this Agreement or any other document pertaining to the business dealings between the parties, employees-------------------- 4 ------------------- INITIALS INITIALS SALES AND DISTRIBUTION AGREEMENT TERRITORY: is subpoenaed by any court, officers governmental agency or other authority. 2. In the conduct of AMERICARE's business, AMERICARE has developed or obtained certain Confidential Business Information and directors to: Trade Secrets that are specific to AMERICARE's business, and the unauthorized use or disclosure of said Confidential Business Information and Trade Secrets would be injurious to AMERICARE. For purposes of this Agreement (i) treat and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other Partiesterm "Confidential Business Information" means ideas, or relating to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, methods and documentation concerning AMERICARE or the business of AMERICARE (including but not limited to, sensitive customer data, supplier data, information regarding corporate organization, pricing and other marketing information) that is of value to AMERICARE and is not known to competitors or the public-at-large and (ii) in the event term "Trade Secrets" means scientific or technical information, designs, processes, techniques or other information used or possessed by AMERICARE that any Party or any agentderives economic and/or goodwill value from not being generally known, professional advisorincluding but not limited to, representativeinformation and documentation pertaining to the design, Affiliateelements, employee, financing source, investor, officer or director techniques and procedures of such Party becomes legally compelled to disclose any such information (except for AMERICARE's present and future products. The terms "Confidential Business Information" and "Trade Secrets" shall not include specific information that is required Distributor had in its possession prior to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may bedisclosure by AMERICARE, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so information that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.2(a), and (iii) in the event that such protective order or other remedy is not obtainedis, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required becomes generally known or available to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.2(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach through no fault, act or omission of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directorsDistributor. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.

Confidentiality and Publicity. (a) Each Party agrees No Member will, nor will any Member permit any Affiliate to, issue any press release or make any other public announcement or any oral or written statements relating to the terms (other than the existence) of this Agreement, any associated Class B Member Agreement or the transactions contemplated hereby or thereby, except as required by applicable law, without the prior written consent of the Managing Member in the case of disclosures by the Charter Member or its Affiliates, or the prior written consent of the Charter Member in the case of disclosures by TWE or its Affiliates, which consents shall not be unreasonably withheld, conditioned or delayed. (b) Each Member will hold, and shall will cause its agents, representatives, Affiliates, employees, officers consultants, advisors and directors to: agents to hold, the terms of this Agreement in confidence; provided that a Member may use and disclose such information (ia) treat once it has become publicly disclosed (other than by such Member in breach of its obligations under this Section), and hold as confidential (and not disclose or provide access to any Person tob) all confidential information with respect to the other Parties, extent that such Member may be advised by legal counsel or relating compelled by applicable law to the transactions contemplated hereby, other than to their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party do so. If a Member becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or shall be advised by legal counsel to disclose any such information (except for information that is required information, the compelled Member shall undertake reasonable efforts to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party other Member with prompt written notice of such requirement or advice prior to disclosure so that the relevant Party may, at its sole cost and expense, other Member may seek a protective order or other appropriate remedy or and/or waive compliance with the terms of this Section 6.2(a), and (iii) in the event that Agreement. If such protective order or other remedy is not obtained, or the relevant Party other Member waives compliance with this Section 6.2(a)the provisions hereof, the compelled Member agrees to furnish only that portion of such confidential information which it is legally required to be provided and exercise its so furnish and, at the request of any other Member, to use reasonable endeavors efforts to obtain assurances assurance that confidential treatment will be accorded to such information; provided, howeverit being understood that such reasonable efforts shall be at the cost and expense of the Member requesting confidential treatment of such information. Each Member also may disclose such information to employees, that consultants, advisors and agents whose knowledge is necessary in connection with the conduct of the Interconnect Business. The obligation of the Members to hold information in confidence pursuant to this Section 6.2(a) shall not apply will be satisfied if a Member exercises the same care with respect to any such information that, at as it would exercise to preserve the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any confidentiality of its agents, representatives, Affiliates, employees, officers or directorsown similar information. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.