Common use of Confidentiality Covenant Clause in Contracts

Confidentiality Covenant. (a) Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handles. (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;

Confidentiality Covenant. (a) Each Party willConfidential Information means information of or relating to a party (the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and has or will come into the possession or knowledge of the other party (the “Receiving Party”) whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party. Without limiting the foregoing, Confidential Information includes all technical, financial and business information, ideas, concepts or know-how, or relating to Work performance and Work delivery and the terms of this Agreement. Confidential Information does not include information that: (i) was already known to the Receiving Party, without obligation to keep it confidential, at the time of its capacity receipt from the Disclosing Party; or (ii) is or becomes available to the public other than as a result of a breach hereof by the Receiving Party; provided that the foregoing exceptions will not apply with respect to any personal information that is subject to privacy laws (“Confidential Information”). (b) The Receiving Party shall: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all the Confidential Information of the Disclosing Party; (ii) not use or reproduce Confidential Information for any purpose, other than as reasonably required to exercise or perform its rights or obligations under this Agreement; (iii) not disclose any Confidential Information other than to employees, agents or subcontractors of the Receiving Party that it Handles(“Representatives”) to the extent, and only to the extent, they have a need to know the Confidential Information in order for Receiving Party to exercise its rights or perform its obligations under this Agreement and who are bound by a legal obligation to protect the received Confidential Information from unauthorized use or disclosure; and (iv) be responsible for any breach of this Agreement by any of its Representatives. (bc) The Notwithstanding the above, the Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority court of competent jurisdiction or other governmental authority or otherwise as required by Applicable LawsLaw, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where that, unless prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. ThereafterLaw, the Receiving Party may disclose gives the Disclosing Party an opportunity to oppose the disclosure or to seek a protective order protecting such Confidential Information prior to any such disclosure. (d) Upon expiry or termination of this Agreement, or upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party, or irrecoverably destroy, any Confidential Information of the Disclosing Party. (e) Contractor will not access, but only collect, use, disclose, dispose of or otherwise handle information of or about individuals that is subject to Applicable Laws relating to privacy (“Privacy Laws”) in the performance of its obligations under this Agreement, except: (i) to the extent required by Applicable Laws and subject necessary to any protective order that applies to such disclosureperform the Work; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;accordance with all Privacy Laws; and

Confidentiality Covenant. (a) Each Party willagrees that, in its capacity as a Receiving Party: , it will: (ia) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; ; (iib) not disclose, provide access to, transfer or otherwise make available disclose any Confidential Information of the Disclosing Party or provide access to any Confidential Information of the Disclosing Party to any third party except as expressly permitted in this Agreement; and (iiic) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handles. receives, collects, uses, stores, processes, records, discloses, manages or otherwise handles, which, in the case of Supplier, will include compliance with the Security Obligations and the Privacy Obligations, and any additional measures required to protect Confidential Information of the Province from loss, theft, unauthorized access, copying, modification, use or disclosure during handling, using technology, physical protection measures, processes and standards of practice that are consistent with industry accepted best practices used or observed by comparable suppliers of similar services in North America; and (bd) The Receiving Party may disclose if it suspects or becomes aware of any unauthorized access, copying, use or disclosure of any Confidential Information of the Disclosing Party: : (i) immediately notify the Disclosing Party that it suspects or is aware of any unauthorized access, copying, use or disclosure and provide along with the notice any details of the activities or suspected activities of which it is aware; and (ii) take all commercially reasonable steps to a third party enforce against any Person that is not a Representative of or may be engaging in the Receiving Party if and to the extent required by a Governmental Authority unauthorized access, copying, use or otherwise as required by Applicable Laws, provided disclosure any rights that the Receiving Party must first give the Disclosing Party notice has to require that Person to comply with any obligation of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts confidence to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to cease the extent that such Persons need to know such Confidential Information unauthorized activities. The Province shall use the Supplier Provided PANs in order to provide accordance with the applicable professional advisory services relating to the Receiving Party’s business;PAN Security Requirements.

Confidentiality Covenant. (a) Each Party willExcept as needed to facilitate this Agreement, in its capacity as a Receiving Party: (i) not no party hereto shall, directly or indirectly, use or reproduce Confidential Information of the Disclosing Party for any purpose, or disclose to any third party, any information of any other party hereto (whether written or oral), including any business management or economic studies, patient lists, proprietary forms, proprietary business or management methods, marketing data, fee schedules, or trade secrets, including the terms and provisions of this Agreement and any transaction or document executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, a party hereto (the "Disclosing Party") may disclose any information that (i) is or becomes generally available to and known by the public or the ophthalmic, optometric or optical community (other than as and to a result of an unpermitted disclosure directly or indirectly by the extent expressly permitted under this Agreement Disclosing Party or as may be reasonably necessary for the exercise of its rights his affiliates, advisors, or the performance of its obligations set out in this Agreement; representatives); (ii) not disclose, provide access to, transfer is or otherwise make becomes available any Confidential Information of to the Disclosing Party except as expressly permitted in this Agreementon a nonconfidential basis from a source other than another party hereto or its affiliates, advisors or representatives, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to the party to which the confidential information relates or his or its affiliates, advisors or representatives of which the Disclosing Party has knowledge; and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of has already been or is hereafter independently acquired or developed by the Disclosing Party that it Handles. (b) The Receiving Party may disclose Confidential Information without violating any confidentiality agreement with or other obligation of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and secrecy to the extent required by a Governmental Authority party to which the confidential information relates or otherwise as required by Applicable Lawshis or its affiliates, provided that the Receiving Party must first give advisors or representatives; or (iv) the Disclosing Party notice is required by law to disclose. Without limiting the other possible remedies to the party to which the confidential information relates for the breach of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafterthis covenant, the Receiving Party may disclose parties hereto agree that injunctive or other equitable relief shall be available to enforce this covenant, such relief to be without the Confidential Information necessity of the Disclosing Partyposting a bond, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;cash or otherwise.

Confidentiality Covenant. (a) Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handlesaccesses, receives, collects, uses, stores, processes, records, discloses, transfers, retains, disposes of, destroys, manages or otherwise handles (“Handle”). (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts commercially reasonable efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: : A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business; B. potential permitted assignees or successors of the Receiving Party if and to the extent that such Persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other transaction or transfer involving the business, assets or services provided by the Receiving Party; and C. employees of each Party and its other Representatives if and to the extent that such Persons need to know such Confidential Information to perform their respective obligations under this Agreement; provided that any such Person is aware of the provisions of this Section 11.1 and has entered into a written agreement with the Receiving Party that includes confidentiality obligations in respect of such Confidential Information that are no less stringent than those contained in this Section 11.1. (c) Without limiting the foregoing, each Party acknowledges and agrees that: (i) the IESO will Handle reports, data and other information, including Confidential Information of the Participant or its subcontractors or Representatives on an ongoing basis as part the Process and Systems Initiative or other initiatives offered by the IESO and may do so without further notice to or further consent of the Participant; and the IESO may disclose and provide reports, data and other information, including Confidential Information of the Participant or its subcontractors or Representatives, to the OEB, the Ontario Ministry of Energy and the Ontario Environmental Commissioner for Handling by such entities provided that the IESO, has in place with any such Person a written agreement that includes confidentiality obligations in respect of such Confidential Information that are comparable to those contained in this Section 11.1; (ii) this Agreement and all Confidential Information in the possession or control of the IESO, or the Participant are subject to Applicable Laws that include the access provisions of FIPPA and that as a result, third parties may obtain access to each Party’s Confidential Information. Moreover, the IESO and its Representatives are subject to and FIPPA applies to and governs all recorded information in any form or medium that is provided by the IESO, respectively, or its Representatives to the Participant or provided by the Participant to the IESO, respectively, or its Representatives for the purposes of this Agreement, or created by the Participant in the performance of this Agreement, and that is in the custody or control of the IESO (collectively, the “Records”), and may require the disclosure of such Records to third parties; (d) each Party is responsible for ensuring that its agreements with Representatives contemplate and permit such potential access or disclosure, and will be fully liable to any such Representatives for any Claim arising out of or relating to such access; and (e) the IESO shall have the right at any time to make public the Participant’s participation in the Process and Systems Initiative and data relating thereto, including a description of the Project and type of Facility, historical energy use and consumption, aggregated with other Projects in a manner intended to report on the Process and Systems Initiative.

Confidentiality Covenant. (a) Each Party willExcept as needed to facilitate this Agreement, in its capacity as a Receiving Party: (i) not no party shall, directly or indirectly, use or reproduce Confidential Information of the Disclosing Party for any purpose, or disclose to any third party, any information of any other party (whether written or oral), including any business, management or economic studies, patient lists, proprietary forms, proprietary business or management methods, marketing data, fee schedules, or trade secrets, including the terms and provisions of this Agreement and any transaction or document executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, a party may disclose any information that (a) is or becomes generally available to and known by the public or the ophthalmic, optometric or optical community (other than as and to a result of an unpermitted disclosure directly or indirectly by the extent expressly permitted under this Agreement disclosing party or as may be reasonably necessary for the exercise of his or its rights affiliates, advisors, or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreementrepresentatives); and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handles. (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and or becomes available to the extent required by disclosing party on a Governmental Authority nonconfidential basis from a source other than the disclosing party or otherwise as required by Applicable Lawshis or its affiliates, advisors or representatives, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to the Receiving Party must first give party to which the Disclosing Party notice confidential information relates or his or its affiliates, advisors or representatives of such compelled disclosure which the disclosing party has knowledge; (except where prohibited c) has already been or is hereafter independently acquired or developed by Applicable Laws from doing sothe disclosing party without violating any confidentiality agreement with or other obligation of secrecy to the party to which the confidential information relates or his or its affiliates, advisors or representatives; or (d) and must use Commercially Reasonable Efforts the disclosing party is required by law to provide disclose. Without limiting the Disclosing Party with an opportunity other possible remedies to take such steps as it desires the party to challenge or contest such disclosure or seek a protective order. Thereafterwhich the confidential information relates for the breach of this covenant, the Receiving Party may disclose disclosing party agrees that injunctive or other equitable relief shall be available to enforce this covenant, such relief to be without the Confidential Information necessity of the Disclosing Partyposting a bond, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;cash or otherwise.

Confidentiality Covenant. (a) Each Party willAll information concerning each party to this Agreement, in its capacity as a Receiving Party: (i) not use whether disclosed prior to or reproduce Confidential Information after the date hereof, including, without limitation, all commercial, financial, sales, marketing, technological, customer and software information, is deemed to be proprietary and confidential information of the Disclosing Party for any purposedisclosing party ("Confidential Information"). Each party agrees not to disclose or use, other than as required to perform its obligations under this Agreement, the other party's Confidential Information in any manner whatsoever without the prior written consent of the disclosing party. Each of the parties hereto shall cause its officers, directors, employees, representatives and agents ("Representatives") to observe the terms of this Section 11 and will be responsible for any breach of this Section 11 by any of its Representatives. Confidential Information does not include information that (a) is or becomes publicly available other than by disclosure by the receiving party, (b) is or becomes available to the extent expressly permitted under this Agreement receiving party from a source that is not prohibited from disclosing such information, (c) is or was known to the receiving party prior to receipt of such information by the disclosing party, as may evidenced by prior written records of the receiving party, or (d) is required to be reasonably necessary disclosed, on the advice of legal counsel, by law, regulation or legal process; provided, where not precluded by law, regulation or legal process, the receiving party provides the disclosing party with reasonable notice of such obligation to allow the disclosing party sufficient time to object. Except for that Confidential Information that the exercise receiving party is required to maintain by law or regulation, such as accounting records, invoices and sales reports, as soon as practicable after the Termination Date, the recipient of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and other party hereto shall (iiia) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handles. (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know promptly destroy such Confidential Information in order to provide the applicable professional advisory services relating its possession or (b) promptly deliver to the Receiving Party’s business;disclosing party such Confidential Information, at the option of the disclosing party. In the event of any conflict between this Section 11 and the Affiliation Agreement with respect to obligations of confidentiality prior to the Termination Date, this Section 11 shall prevail.

Confidentiality Covenant. (a) Each Confidential Information means information of or relating to a Party will(the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and has or will come into the possession or knowledge of the other Party (the “Receiving Party”) whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party. Without limiting the foregoing, Confidential Information includes all technical, financial and business information, ideas, concepts or know-how, or relating to Work performance and Work delivery and the terms of this MSA. Confidential Information does not include information that: (i) was already known to the Receiving Party, without obligation to keep it confidential, at the time of its capacity receipt from the Disclosing Party; or (ii) is or becomes available to the public other than as a result of a breach hereof by the Receiving Party; provided that the foregoing exceptions will not apply with respect to any personal information that is subject to privacy laws (“Confidential Information”). (b) The Receiving Party shall: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all the Confidential Information of the Disclosing Party; (ii) not use or reproduce Confidential Information for any purpose, other than as reasonably required to exercise or perform its rights or obligations under this MSA; (iii) not disclose any Confidential Information other than to employees, agents or subcontractors of the Receiving Party that it Handles(“Representatives”) to the extent, and only to the extent, they have a need to know the Confidential Information in order for Receiving Party to exercise its rights or perform its obligations under this MSA and who are bound by a legal obligation to protect the received Confidential Information from unauthorized use or disclosure; and (iv) be responsible for any breach of this MSA by any of its Representatives. (bc) The Notwithstanding the above, the Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority court of competent jurisdiction or other governmental authority or otherwise as required by Applicable LawsLaw, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where that, unless prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. ThereafterLaw, the Receiving Party may disclose gives the Disclosing Party an opportunity to oppose the disclosure or to seek a protective order protecting such Confidential Information prior to any such disclosure. (d) Upon expiry or termination of this MSA, or upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party, or irrecoverably destroy, any Confidential Information of the Disclosing Party. (e) Contractor will not access, but only collect, use, disclose, dispose of or otherwise handle information of or about individuals that is subject to Applicable Law relating to privacy (“Privacy Laws”) in the performance of its obligations under this MSA, except: (i) to the extent required by Applicable Laws and subject necessary to any protective order that applies to such disclosureperform the Work; and (ii) to: A. its accountantsin accordance with all Privacy Laws; and (iii) in a manner that enables CM to comply with all Privacy Laws, internal including that the Contractor will obtain appropriate consents from the applicable individuals to allow Contractor and external auditors and other professional advisors if CM to exercise their rights and to perform their obligations under this MSA as they relate to such information. Unless prohibited by Applicable Law, Contractor will immediately notify CM of any demand, or request by a third party (including any government or a regulatory authority) for the extent that such Persons need disclosure of any information of CM which is subject to know such Confidential Information in order to provide the applicable professional advisory services relating Privacy Laws, and, to the Receiving Party’s business;maximum extent permitted by Applicable Law, will oppose, seek judicial relief of and appeal any such demand or request. Contractor will immediately notify CM if Contractor becomes aware that Contractor has failed to comply with Privacy Laws in connection with of this MSA. (f) Each Party agrees and acknowledges that any violation of this Section 8.12 may cause irreparable injury to the other Party and that, in addition to any other remedies that may be available (in law, in equity or otherwise), the injured Party shall be entitled to seek an injunction, specific performance or other equitable relief against the threatened breach of this Section 8.12 or the continuation of any such breach, without the necessity of proving actual damages or posting any bond or other security.

Confidentiality Covenant. ‌ (a) Each Confidential Information means information of or relating to a Party will(the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and has or will come into the possession or knowledge of the other Party (the “Receiving Party”) whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party. Without limiting the foregoing, Confidential Information includes all technical, financial and business information, ideas, concepts or know-how, or relating to Work performance and Work delivery and the terms of this MSA. Confidential Information does not include information that: (i) was already known to the Receiving Party, without obligation to keep it confidential, at the time of its capacity receipt from the Disclosing Party; or (ii) is or becomes available to the public other than as a result of a breach hereof by the Receiving Party; provided that the foregoing exceptions will not apply with respect to any personal information that is subject to privacy laws (“Confidential Information”). (b) The Receiving Party shall: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all the Confidential Information of the Disclosing Party; (ii) not use or reproduce Confidential Information for any purpose, other than as reasonably required to exercise or perform its rights or obligations under this MSA; (iii) not disclose any Confidential Information other than to employees, agents or subcontractors of the Receiving Party that it Handles(“Representatives”) to the extent, and only to the extent, they have a need to know the Confidential Information in order for Receiving Party to exercise its rights or perform its obligations under this MSA and who are bound by a legal obligation to protect the received Confidential Information from unauthorized use or disclosure; and (iv) be responsible for any breach of this MSA by any of its Representatives. (bc) The Notwithstanding the above, the Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority court of competent jurisdiction or other governmental authority or otherwise as required by Applicable LawsLaw, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where that, unless prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. ThereafterLaw, the Receiving Party may disclose gives the Disclosing Party an opportunity to oppose the disclosure or to seek a protective order protecting such Confidential Information prior to any such disclosure. (d) Upon expiry or termination of this MSA, or upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party, or irrecoverably destroy, any Confidential Information of the Disclosing Party. (e) Contractor will not access, but only collect, use, disclose, dispose of or otherwise handle information of or about individuals that is subject to Applicable Law relating to privacy (“Privacy Laws”) in the performance of its obligations under this MSA, except: (i) to the extent required by Applicable Laws and subject necessary to any protective order that applies to such disclosureperform the Work; and (ii) to: A. its accountantsin accordance with all Privacy Laws; and (iii) in a manner that enables CM to comply with all Privacy Laws, internal including that the Contractor will obtain appropriate consents from the applicable individuals to allow Contractor and external auditors and other professional advisors if CM to exercise their rights and to perform their obligations under this MSA as they relate to such information. Unless prohibited by Applicable Law, Contractor will immediately notify CM of any demand, or request by a third party (including any government or a regulatory authority) for the extent that such Persons need disclosure of any information of CM which is subject to know such Confidential Information in order to provide the applicable professional advisory services relating Privacy Laws, and, to the Receiving Party’s business;maximum extent permitted by Applicable Law, will oppose, seek judicial relief of and appeal any such demand or request. Contractor will immediately notify CM if Contractor becomes aware that Contractor has failed to comply with Privacy Laws in connection with of this MSA. (f) Each Party agrees and acknowledges that any violation of this Section 8.12 may cause irreparable injury to the other Party and that, in addition to any other remedies that may be available (in law, in equity or otherwise), the injured Party shall be entitled to seek an injunction, specific performance or other equitable relief against the threatened breach of this Section 8.12 or the continuation of any such breach, without the necessity of proving actual damages or posting any bond or other security.

Confidentiality Covenant. (i) Each party ("First Party") recognizes and acknowledges that during the Term hereof it shall have access to certain trade secret, proprietary and confidential information of the other party ("Other Party") and that such information constitutes valuable, special and unique property of Other Party. The parties hereto confirm that it is reasonably necessary to protect Other Party's goodwill, and First Party does hereby agree to keep secret and confidential all information heretofore or hereafter acquired by it relating to the following (all such information being hereinafter referred to as "Confidential Information"): (a) Each the financial condition and other information relating to the business of the Other Party, including without limitation, its rates for services, its contracts and its managed care contracting payment rates and information; (b) the systems, products, plans, services, marketing, sales, administration and management procedures, trade relations or practices, techniques and practices heretofore or hereafter acquired, developed and/or used by Other Party; and (c) the suppliers, vendors, lenders, independent contractors and employees of Other Party willand the terms of any contracts with same. First Party further agrees that it shall at no time during the Term of this Agreement or thereafter disclose any such Confidential Information to any person, firm, corporation, association, or other entity (hereinafter referred to as "Third Parties"), or use the same in any manner other than in connection with the business and the affairs contemplated by this Agreement. First Party agrees that, upon the termination of this Agreement for any reason whatsoever, with or without cause, whether under the terms of this Agreement or otherwise, it shall forthwith deliver or cause to be delivered to Other Party any and all working papers, forms, records, account listings, financial statements, notebooks, manuals, keys, data and other documents and materials in its possession or under its control relating to or containing any such Confidential Information. Notwithstanding any other provision of this Agreement, this Section 10 shall not apply to: (a) any information which is, or will become, public during the Term, other than by breach of this Agreement by First Party; (b) any information independently made lawfully available to First Party as a matter of right by a third party; (c) any information which was independently developed by First Party without the use of Confidential Information; (d) any information which is ordered to be released by requirement of a governmental agency or court of law; (e) any information provided to employees, agents or professional advisors, such as attorneys and accountants, of First Party; (f) any information received by Manager in its capacity as a Receiving Party:an investor in the Partnership rather than in its capacity as Manager. (iii) First Party also understands that Other Party has received and in the future shall receive from certain third parties confidential or proprietary information ("Third-Party Information") subject to a duty on Other Party's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Term of this Agreement and thereafter, First Party agrees to hold Third-Party Information in the strictest confidence and not use or reproduce Confidential Information of the Disclosing Party for any purpose, to disclose (to anyone other than as and personnel who need to the extent expressly permitted under this Agreement know such information in connection with their work hereunder) or as may be reasonably necessary for the exercise of its rights use, lecture upon or publish, except in connection with the performance of its obligations set out hereunder, such Third-Party Information unless expressly authorized by an executive officer of Other Party in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; andwriting. (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information First Party acknowledges that satisfaction of the Disclosing covenants and agreements set forth in this Section 10 is necessary to protect the business, goodwill, and other proprietary interests of Other Party and that a breach of such covenants or agreements will result in irreparable and continuing damage to Other Party for which there will be no adequate remedy at law. First Party acknowledges that a breach of Section 10 would result in irreparable damage to Other Party and, without limiting other remedies which may exist for any breach of Section 10, First Party agrees that Section 10 may be enforced by temporary restraining order, temporary injunction, or permanent injunction restraining violation thereof, pending or following trial on the merits. First Party hereby waives the claim or defense that an adequate remedy at law for such a breach exists. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unreasonable, then it Handles. (b) The Receiving Party may disclose Confidential Information is the intention of the Disclosing Party: (i) parties that such restrictions be enforced to the maximum scope, duration and territory that the court deems reasonable, and this Agreement shall thereby be reformed. The parties also agree that the existence of any claim or cause of action by Manager against Partnership, whether predicated upon this Agreement or otherwise, shall not constitute a third party that is not a Representative defense to the enforcement of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Partyrestrictive covenants set forth herein, but only to the extent required by Applicable Laws and subject to shall be litigated separately. The covenants contained in this Section 10 shall survive any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;termination or expiration of this Agreement.

Confidentiality Covenant. (i) Each party ("First Party") recognizes and acknowledges that during the Term hereof it shall have access to certain trade secret, proprietary and confidential information of the other party ("Other Party") and that such information constitutes valuable, special and unique property of Other Party. The parties hereto confirm that it is reasonably necessary to protect Other Party's goodwill, and First Party does hereby agree to keep secret and confidential all information heretofore or hereafter acquired by it relating to the following (all such information being hereinafter referred to as "Confidential Information"): (a) Each the financial condition and other information relating to the business of the Other Party, including without limitation, its rates for services, its contracts and its managed care contracting payment rates and information; (b) the systems, products, plans, services, marketing, sales, administration and management procedures, trade relations or practices, techniques and practices heretofore or hereafter acquired, developed and/or used by Other Party; and (c) the suppliers, vendors, lenders, independent contractors and employees of Other Party willand the terms of any contracts with same. First Party further agrees that it shall at no time during the Term of this Agreement or thereafter disclose any such Confidential Information to any person, firm, corporation, association, or other entity (hereinafter referred to as "Third Parties"), or use the same in any manner other than in connection with the business and the affairs contemplated by this Agreement. First Party agrees that, upon the termination of this Agreement for any reason whatsoever, with or without cause, whether under the terms of this Agreement or otherwise, it shall forthwith deliver or cause to be delivered to Other Party any and all working papers, forms, records, account listings, financial statements, notebooks, manuals, keys, data and other documents and materials in its possession or under its control relating to or containing any such Confidential Information. Notwithstanding any other provision of this Agreement, this Section 10 shall not apply to: (a) any information which is, or will become, public during the Term, other than by breach of this Agreement by First Party; (b) any information independently made lawfully available to First Party as a matter of right by a third party; (c) any information which was independently developed by First Party without the use of Confidential Information; (d) any information which is ordered to be released by requirement of a governmental agency or court of law; (e) any information provided to employees, agents or professional advisors, such as attorneys and accountants, of First Party; (f) any information received by Manager in its capacity as a Receiving Party:an investor in the Company rather than in its capacity as Manager. (iii) First Party also understands that Other Party has received and in the future shall receive from certain third parties confidential or proprietary information ("Third-Party Information") subject to a duty on Other Party's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Term of this Agreement and thereafter, First Party agrees to hold Third-Party Information in the strictest confidence and not use or reproduce Confidential Information of the Disclosing Party for any purpose, to disclose (to anyone other than as and personnel who need to the extent expressly permitted under this Agreement know such information in connection with their work hereunder) or as may be reasonably necessary for the exercise of its rights use, lecture upon or publish, except in connection with the performance of its obligations set out hereunder, such Third-Party Information unless expressly authorized by an executive officer of Other Party in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; andwriting. (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information First Party acknowledges that satisfaction of the Disclosing covenants and agreements set forth in this Section 10 is necessary to protect the business, goodwill, and other proprietary interests of Other Party and that a breach of such covenants or agreements will result in irreparable and continuing damage to Other Party for which there will be no adequate remedy at law. First Party acknowledges that a breach of Section 10 would result in irreparable damage to Other Party and, without limiting other remedies which may exist for any breach of Section 10, First Party agrees that Section 10 may be enforced by temporary restraining order, temporary injunction, or permanent injunction restraining violation thereof, pending or following trial on the merits. First Party hereby waives the claim or defense that an adequate remedy at law for such a breach exists. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth herein are unreasonable, then it Handles. (b) The Receiving Party may disclose Confidential Information is the intention of the Disclosing Party: (i) parties that such restrictions be enforced to the maximum scope, duration and territory that the court deems reasonable, and this Agreement shall thereby be reformed. The parties also agree that the existence of any claim or cause of action by Manager against Company, whether predicated upon this Agreement or otherwise, shall not constitute a third party that is not a Representative defense to the enforcement of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Partyrestrictive covenants set forth herein, but only to the extent required by Applicable Laws and subject to shall be litigated separately. The covenants contained in this Section 10 shall survive any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business;termination or expiration of this Agreement.

Confidentiality Covenant. (1) From time to time, the Confidential Information of a Party (the “Disclosing Party”) or its Affiliates may come into the possession or knowledge of the other Party (the “Recipient Party”). The Recipient Party shall: (a) Each protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Recipient Party willwould protect its own Confidential Information of a similar nature, but in its capacity as no event with less than a Receiving Party:reasonable degree of care; (ib) not use or reproduce Confidential Information of the Disclosing Party Party’s Confidential Information, or permit it to be accessed or used, for any purpose, purpose other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of perform its obligations set out in under this Agreement; (iic) not disclose, provide access to, transfer or otherwise make available any disclose the Disclosing Party’s Confidential Information to any Person, except to the Recipient Party’s Representatives who need to know the Confidential Information for the Recipient Party to exercise its rights or perform its obligations pursuant to this Agreement and who are bound to protect the received Confidential Information from unauthorized use or disclosure under written confidentiality obligations no less protective of the Disclosing Party except as expressly permitted than those contained in this Agreement. For clarity, the Recipient Party shall be responsible for any breach of this Agreement caused by any of its Representatives; and (iiid) take all measures reasonably required to maintain Notwithstanding the confidentiality and security of all Confidential Information of foregoing, the Disclosing Party that it Handles. (b) The Receiving Recipient Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and ’s Confidential Information to the extent required by a Governmental Authority law, rule, regulation or otherwise as required by Applicable Lawscourt order, provided that the Receiving Recipient Party must first give shall use commercially reasonable efforts to: (i) promptly notify the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of before disclosing the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure’s Confidential Information; and (ii) to: A. its accountants, internal and external auditors and other professional advisors if and ensure that any such disclosure is made subject to a protective order or like order or protection that restricts public disclosure of such information to the extent that such Persons need to know such Confidential Information greatest degree possible in order to provide the applicable professional advisory services relating to circumstances, and (iii) comply with the Receiving Disclosing Party’s business;requests to oppose disclosure of its Confidential Information. (2) Contractor agrees that Contractor employees and Subcontractors shall not intentionally memorise software code or related documentation or other third-party information for the purpose of disclosing it to third parties, at any time during or after the Term. (3) Contractor acknowledges that from time to time an Ethical Wall may be specified as a requirement for the provision of Services and Contractor shall respond to such requirement in a timely and commercially reasonable manner.

Confidentiality Covenant. (a) As a consequence of this Agreement and the relationship established hereby, each party may obtain from the other party certain confidential and proprietary and/or non-public information with respect to the other party, including, without limitation, pricing terms, business plans and prospects, sales and marketing techniques, design concepts, information regarding the development, composition and manufacture of products, ideas, drawings, product specifications, trade and industrial secrets, intellectual property rights, financial information, the names and the nature of, business dealings with, suppliers, customers and others, and the other party's structure, organization, commercial and business affairs and financial condition and the other party's trade secrets (collectively "Confidential Information"). Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce of XC and AJR acknowledges that the Confidential Information it obtains from the other party hereto constitutes the trade secrets of the Disclosing Party disclosing party. AJR and XC each agrees that it shall keep the Confidential Information it receives from the other party hereto strictly confidential and shall not disclose any of the Confidential Information to any other person or entity, or take or use any of the Confidential Information for any purposeits own purposes, other than as and to the extent expressly permitted under this Agreement or except as may be reasonably necessary for the exercise of its rights or required in connection with the performance of its obligations set out in under this Agreement or the enforcement of this Agreement; (ii) not disclose. Notwithstanding the foregoing, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it Handles. (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only other party hereto: (i) if such Confidential Information becomes generally known or available to the extent required public, other than due to a breach of this Agreement by Applicable Laws and subject to any protective order that applies to such disclosurethe party receiving the Confidential Information hereunder; and (ii) to: A. its accountantsin connection with the enforcement of this Agreement; (iii) pursuant to applicable law, internal and external auditors and other professional advisors regulation or subpoena; or (iv) if and to the extent that such Persons need to know such Confidential Information was disclosed to either AJR or XC, as the case may be, by a source that was not bound, to the knowledge of the party receiving the Confidential Information, to a confidentiality obligation for the benefit of, or fiduciary relationship in order favor of, the other party hereto. In furtherance of the confidentiality obligations set forth herein, AJR and XC will adopt and implement appropriate procedures intended to prevent the unauthorized disclosure of Confidential Information that it receives from the other party. The obligations of the parties pursuant to this Section 9 shall survive the expiration or termination of this Agreement. (b) In the event that XC and AJR, as applicable, is requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar legal, judicial or regulatory process or as otherwise required by applicable law or regulation) to disclose any of the Confidential Information of the other party hereto, such person shall (i) provide the applicable professional advisory services other party hereto with prompt prior written notice of such request or requirement, and (ii) cooperate with the other party so that the other party may seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the terms and provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the terms and provisions hereof, each of XC and AJR, as the case may be, may disclose only that portion of the Confidential Information that such person is advised by legal counsel in writing is legally required to be disclosed. (c) Each of XC and AJR agree that money damages would not be a sufficient remedy for any breach of the provisions of this Section 9 and that either XC and AJR, as the case may be, shall be entitled to equitable relief, including, without limitation, injunctive relief and specific performance (without being required to obtain a bond or post other security or prove actual damages), in the event of any breach or threatened breach of any of the provisions of this Section 9 by the other party, in addition to all other rights and remedies available to XC and AJR, as the case may be, whether at law, in equity or otherwise relating to the Receiving Party’s business;such breach.

Confidentiality Covenant. (a) Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it accesses, receives, collects, uses, stores, processes, records, discloses, transfers, retains, disposes of, destroys, manages or otherwise handles (“Handles”). (b) The Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts commercially reasonable efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by Applicable Laws and subject to any protective order that applies to such disclosure; andand to: (ii) to: A. its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business; B. potential permitted assignees or successors of the Receiving Party if and to the extent that such Persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other transaction or transfer involving the business, assets or services provided by the Receiving Party; and C. employees of each Party and its other Representatives if and to the extent that such Persons need to know such Confidential Information to perform their respective obligations under this Agreement; provided that any such Person is aware of the provisions of this Section 11.1 and has entered into a written agreement with the Receiving Party that includes confidentiality obligations in respect of such Confidential Information that are no less stringent than those contained in this Section 11.1. (c) Without limiting the foregoing, each Party acknowledges and agrees that: (i) the LDC will Handle reports, data and other information, including Confidential Information of the Participant or its subcontractors or Representatives, to the IESO on an ongoing basis as part of its participation in the Project Incentive Initiative or other CDM initiatives offered by the IESO and may do so without further notice to or further consent of the Participant; and the LDC and IESO may disclose and provide reports, data and other information, including Confidential Information of the Participant or its subcontractors or Representatives, to the OEB, the Ontario Ministry of Energy and the Ontario Environmental Commissioner for Handling by such entities provided that the LDC or the IESO, as the case may be, has in place with any such Person a written agreement that includes confidentiality obligations in respect of such Confidential Information that are comparable to those contained in this Section 11.1; (ii) this Agreement and all Confidential Information in the possession or control of the LDC, the IESO or the Participant are subject to Applicable Laws that include the access provisions of MFIPPA or FIPPA, as the case may be, and that as a result, third parties may obtain access to each Party’s Confidential Information. Moreover, the LDC and its Representatives are subject to MFIPPA or FIPPA and the IESO and its Representatives are subject to FIPPA, and that MFIPPA or FIPPA, as the case may be, applies to and governs all recorded information in any form or medium that is provided by the LDC or the IESO, respectively, or its Representatives to the Participant or provided by the Participant to the LDC or the IESO, respectively, or its Representatives for the purposes of this Agreement, or created by the Participant in the performance of this Agreement, and that is in the custody or control of the LDC or the IESO, as the case may be (collectively, the “Records”), and may require the disclosure of such Records to third parties; (d) each Party is responsible for ensuring that its agreements with Representatives contemplate and permit such potential access or disclosure, and will be fully liable to any such Representatives for any Claim arising out of or relating to such access; (e) the LDC and the IESO may at any time make public the Participant’s participation in the Pro ect Incentive Initiative and data relating thereto, including a description of the Project and type of Facility, historical energy use and consumption, aggregated with other Projects in a manner intended to report on the Project Incentive Initiative; and (f) the Participant may acknowledge the assistance provided by the LDC and the IESO in all public communications, provided that the LDC and the IESO will have the right to approve in writing all such public communications in advance.

Confidentiality Covenant. ‌ LEGAL_1:73891616.16 (a) Each Confidential Information means information of or relating to a party (the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and has or will come into the possession or knowledge of the other party (the “Receiving Party”) whether such information is or has been conveyed verbally or in written or other tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations by the Receiving Party. Without limiting the foregoing, Confidential Information includes all technical, financial and business information, ideas, concepts or know-how, or relating to Work performance and Work delivery and the terms of this MSA. Confidential Information does not include information that: (i) was already known to the Receiving Party, without obligation to keep it confidential, at the time of its receipt from the Disclosing Party; or (ii) is or becomes available to the public other than as a result of a breach hereof by the Receiving Party; provided that the foregoing exceptions will not apply with respect to any personal information that is subject to privacy laws (“Confidential Information”). (b) The Receiving Party will, in its capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party except as expressly permitted in this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of all the Confidential Information of the Disclosing Party; (ii) not use or reproduce Confidential Information for any purpose, other than as reasonably required to exercise or perform its rights or obligations under this MSA; (iii) not disclose any Confidential Information other than to employees, agents or subcontractors of the Receiving Party that it Handles(“Representatives”) to the extent, and only to the extent, they have a need to know the Confidential Information in order for Receiving Party to exercise its rights or perform its obligations under this MSA and who are bound by a legal obligation to protect the received Confidential Information from unauthorized use or disclosure; and (iv) be responsible for any breach of this MSA by any of its Representatives. (bc) The Notwithstanding the above, the Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority court of competent jurisdiction or other governmental authority or otherwise as required by Applicable LawsLaw, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where that, unless prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. ThereafterLaw, the Receiving Party may disclose gives the Disclosing Party an opportunity to oppose the disclosure or to seek a protective order protecting such Confidential Information prior to any such disclosure. (d) Upon expiry or termination of this MSA, or upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party, or irrecoverably destroy, any Confidential Information of the Disclosing Party. (e) Contractor will not access, but only collect, use, disclose, dispose of or otherwise handle information of or about individuals that is subject to Applicable Laws relating to privacy (“Privacy Laws”) in the performance of its obligations under this MSA, except: (a) to the extent required necessary to perform the Work; (b) in accordance with all Privacy Laws; and (b) in a manner that enables CMO to comply with all Privacy Laws, including that Contractor will obtain appropriate consents from the applicable individuals to allow Contractor and CMO to exercise their rights and to perform their obligations under this MSA as they relate to such information. Unless prohibited by Applicable Laws and Law, Contractor will immediately notify CMO of any demand, or request by a third party (including any government or a regulatory authority) for the disclosure of any information of CMO that is subject to Privacy Laws, and, to the maximum extent permitted by Applicable Law, will oppose, seek judicial relief of and appeal any protective order such demand or request. Contractor will immediately notify CMO if Contractor becomes aware that applies Contractor has failed to such disclosure; andcomply with Privacy Laws in connection with of this MSA. LEGAL_1:73891616.16 (iif) to: A. its accountants, internal Each Party agrees and external auditors and other professional advisors if and acknowledges that any violation of this Section 8.14 may cause irreparable injury to the extent other Party and that, in addition to any other remedies that may be available (in law, in equity or otherwise), the injured Party shall be entitled to seek an injunction, specific performance or other equitable relief against the threatened breach of this Section 8.14 or the continuation of any such Persons need to know such Confidential Information in order to provide breach, without the applicable professional advisory services relating to the Receiving Party’s business;necessity of proving actual damages or posting any bond or other security.