Common use of Confidentiality and Use of Confidential Information Clause in Contracts

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, Confidential Information as each Party deems appropriate for the sole and limited purpose of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information may be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. B. The Company agrees that all Confidential Information received from or on behalf of ATSC or any of the Team Members, or from any consultant jointly retained by the Parties or Team Members, shall be held in strict confidence by the Company and by all persons to whom such Confidential Information is revealed by the Team Member, and shall not be disclosed to any person other than ATSC or any of the Team Members and that such Confidential Information shall be used only in connection with conducting such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. C. Confidential Information that is exchanged in written or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice is legally prohibited) and by giving such Team Member an opportunity to protect the confidentiality of the information. D. The confidentiality obligations under this Section shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member; (b) is learned by the Company from a third party, other than one or more of the Team Members, entitled to disclose it; (c) is already known to the receiving Party before receipt from the disclosing Party; or (d) is independently developed by the receiving Party, as evidenced by the receiving Party’s written records. E. In the event this Agreement is terminated, upon request by a Party, the other Party shall return all documents or physical materials to the originating Party or originating Team Members and to the extent practical, shall expunge electronically stored Confidential Information received from the other Party or any of the Team Members, and each Party shall remain obligated to preserve the confidentiality of all Confidential Information received or disclosed pursuant to this Agreement. F. Notwithstanding anything to the contrary herein, ATSC may share Confidential Information with any of the Team Members for purposes of furthering the goals of the Team.

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, The Confidential Information as each Party deems appropriate for will be kept confidential by Recipient and its Representatives and shall not, without the sole and limited purpose prior written consent of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information GRI (which consent may be granted or withheld in its sole discretion), be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. B. The Company agrees that all Confidential Information received from or on behalf of ATSC Recipient or any of its Representatives, in any manner whatsoever, in whole or in part, and shall not be used, other than in connection with the Team MembersPotential Transaction. Moreover, or from Recipient agrees to reveal the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of the Potential Transaction, provided that, prior to the disclosure of any consultant jointly retained by the Parties or Team MembersConfidential Information to such Representatives, Recipient shall be held in strict confidence by the Company and by all persons inform such Representatives to whom such Confidential Information is revealed by the Team Memberdisclosed (a) that such Confidential Information is non-public, confidential and proprietary to GRI, and (b) of the essential terms of this Agreement, which Agreement shall be binding on all such Representatives to whom such Confidential Information is disclosed. Recipient agrees not to make any such disclosure or transmission unless Recipient is satisfied that its Representatives will act in accordance herewith. Recipient agrees that it will be disclosed responsible for any breach of any of the provisions of this Agreement by any of its Representatives and Recipient agrees to take, at its sole expense, all necessary measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information (including, without limitation, the initiation of court proceedings). Neither Recipient nor its Representatives shall, without the prior written consent of GRI (which consent may be granted or withheld in its sole discretion), directly or indirectly, disclose to any other person other than ATSC either the fact that discussions or negotiations are taking place concerning the Potential Transaction or any of the Team Members terms, conditions or other facts with respect to the Potential Transaction, including the status thereof, or disclose to any other person that Recipient and that such its Representatives have received or produced any Confidential Information. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, individual or entity. Nothing herein shall preclude disclosure of any Confidential Information shall be used only in connection with conducting such activities as are necessary and proper required by any government or regulatory authority or court entitled by law to carry out the purposes of this Agreement and further the goals disclosure of the Team. C. same, or that is required by law to be disclosed, provided Recipient promptly notifies GRI when such requirement to disclose arises to enable GRI to seek an appropriate protective order and to make known to such governmental or regulatory authority or court the proprietary nature of the Confidential Information and to make any applicable claim of confidentiality in respect thereof. Recipient agrees to cooperate in any appropriate action that is exchanged in written GRI may decide to take to prevent or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes minimize the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice Confidential Information. If Recipient is legally prohibited) and by giving such Team Member an opportunity required to protect the confidentiality of the information. D. The confidentiality obligations under make a disclosure in accordance with this Section 1(iii), Recipient shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member; (b) is learned by the Company from a third party, other than one or more of the Team Members, entitled to disclose it; (c) is already known to the receiving Party before receipt from the disclosing Party; or (d) is independently developed by the receiving Party, as evidenced by the receiving Party’s written records. E. In the event this Agreement is terminated, upon request by a Party, the other Party shall return all documents or physical materials to the originating Party or originating Team Members and only make such disclosure to the extent practical, shall expunge electronically stored Confidential Information received from the other Party or any of the Team Members, and each Party shall remain obligated it is required to preserve the confidentiality of all Confidential Information received or disclosed pursuant to this Agreementdo so by law. F. Notwithstanding anything to the contrary herein, ATSC may share Confidential Information with any of the Team Members for purposes of furthering the goals of the Team.

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, Confidential Information as each Party deems appropriate for the sole and limited purpose of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information may be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. B. . • The Company agrees that all Confidential Information received from or on behalf of ATSC or any of the Team Members, or from any consultant jointly retained by the Parties or Team Members, shall be held in strict confidence by the Company and by all persons to whom such Confidential Information is revealed by the Team Member, and shall not be disclosed to any person other than ATSC or any of the Team Members and that such Confidential Information shall be used only in connection with conducting such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. C. . • Confidential Information that is exchanged in written or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice is legally prohibited) and by giving such Team Member an opportunity to protect the confidentiality of the information. D. . • The confidentiality obligations under this Section shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member; (b) is learned by the Company from a third party, other than one or more of the Team Members, entitled to disclose it; (c) is already known to the receiving Party before receipt from the disclosing Party; or (d) is independently developed by the receiving Party, as evidenced by the receiving Party’s written records. E. In the event this Agreement is terminated, upon request by a Party, the other Party shall return all documents or physical materials to the originating Party or originating Team Members and to the extent practical, shall expunge electronically stored Confidential Information received from the other Party or any of the Team Members, and each Party shall remain obligated to preserve the confidentiality of all Confidential Information received or disclosed pursuant to this Agreement. F. Notwithstanding anything to the contrary herein, ATSC may share Confidential Information with any of the Team Members for purposes of furthering the goals of the Team.;

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, (i) The Confidential Information as each Party deems appropriate for will be kept confidential by Recipient and its Representatives and shall not, without the sole and limited purpose prior written consent of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information HT (which consent may be granted or withheld in its sole discretion), be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. B. The Company agrees that all Confidential Information received from or on behalf of ATSC Recipient or any of its Representatives, in any manner whatsoever, in whole or in part, and shall not be used, other than in connection with the Team MembersPotential Transaction. Moreover, or from Recipient agrees to reveal the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of the Potential Transaction, provided that, prior to the disclosure of any consultant jointly retained by the Parties or Team MembersConfidential Information to such Representatives, Recipient shall be held in strict confidence by the Company and by all persons inform such Representatives to whom such Confidential Information is revealed by the Team Memberdisclosed (a) that such Confidential Information is non-public, confidential and proprietary to HT, and (b) of the essential terms of this Agreement, which Agreement shall be binding on all such Representatives to whom such Confidential Information is disclosed. Recipient agrees not to make any such disclosure or transmission unless Recipient is satisfied that its Representatives will act in accordance herewith. Recipient agrees that it will be disclosed responsible for any breach of any of the provisions of this Agreement by any of its Representatives and Recipient agrees to take, at its sole expense, all necessary measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information (including, without limitation, the initiation of court proceedings). (ii) Neither Recipient nor its Representatives shall, without the prior written consent of HT (which consent may be granted or withheld in its sole discretion), directly or indirectly, disclose to any other person other than ATSC either the fact that discussions or negotiations are taking place concerning the Potential Transaction or any of the Team Members terms, conditions or other facts with respect to the Potential Transaction, including the status thereof, or disclose to any other person that Recipient and that such its Representatives have received or produced any Confidential Information. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, individual or entity. (iii) Nothing herein shall preclude disclosure of any Confidential Information shall be used only in connection with conducting such activities as are necessary and proper required by any government or regulatory authority or court entitled by law to carry out the purposes of this Agreement and further the goals disclosure of the Team. C. same, or that is required by law to be disclosed, provided Recipient promptly notifies HT when such requirement to disclose arises to enable HT to seek an appropriate protective order and to make known to such governmental or regulatory authority or court the proprietary nature of the Confidential Information and to make any applicable claim of confidentiality in respect thereof. Recipient agrees to cooperate in any appropriate action that is exchanged in written HT may decide to take to prevent or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes minimize the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice Confidential Information. If Recipient is legally prohibited) and by giving such Team Member an opportunity required to protect the confidentiality of the information. D. The confidentiality obligations under make a disclosure in accordance with this Section 1(iii), Recipient shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member; (b) is learned by the Company from a third party, other than one or more of the Team Members, entitled to disclose it; (c) is already known to the receiving Party before receipt from the disclosing Party; or (d) is independently developed by the receiving Party, as evidenced by the receiving Party’s written records. E. In the event this Agreement is terminated, upon request by a Party, the other Party shall return all documents or physical materials to the originating Party or originating Team Members and only make such disclosure to the extent practical, shall expunge electronically stored Confidential Information received from the other Party or any of the Team Members, and each Party shall remain obligated it is required to preserve the confidentiality of all Confidential Information received or disclosed pursuant to this Agreementdo so by law. F. Notwithstanding anything to the contrary herein, ATSC may share Confidential Information with any of the Team Members for purposes of furthering the goals of the Team.

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, Confidential Information as each Party deems appropriate for the sole and limited purpose of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information may be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. B. The Company agrees that all Confidential Information received from or on behalf of ATSC or any of the Team Members, or from any consultant jointly retained by the Parties or Team Members, shall be held in strict confidence by the The Company and by all persons to whom such Confidential Information is revealed by the Team Member, and shall not be disclosed to any person other than ATSC or any of the Team Members and that such Confidential Information shall be used only in connection with conducting such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. No party shall acquire any right, license or title with respect to any Confidential Information disclosed by any other party by reason of participation or cooperation in the Team. C. Confidential Information that is exchanged in written or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the The Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice is legally prohibited) and by giving such Team Member an opportunity to protect the confidentiality of the information. D. The confidentiality obligations under this Section shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member; (b) is learned by the The Company from a third party, other than one or more of the Team Members, entitled to disclose it; (c) is already known to the receiving Party before receipt from the disclosing Party; or (d) is independently developed by the receiving Party, as evidenced by the receiving Party’s written records. E. In the event this Agreement is terminated, upon request by a Party, the other Party shall return all documents or physical materials to the originating Party or originating Team Members and to the extent practical, shall expunge electronically stored Confidential Information received from the other Party or any of the Team Members, and each Party shall remain obligated to preserve the confidentiality of all Confidential Information received or disclosed pursuant to this Agreement. F. Notwithstanding anything to the contrary herein, ATSC may share Confidential Information with any of the Team Members for purposes of furthering the goals of the Team.