Common use of Confidentiality Intellectual Property Clause in Contracts

Confidentiality Intellectual Property. (a) No Party shall disclose (1) the terms of this Agreement to a third party (other than a Party’s and its affiliates’ employees, lenders, counsel, accountants or prospective permitted purchasers of a Party or all or substantially all of such Party’s assets or of any rights under this Agreement, in each case who have agreed to keep such terms confidential); or (2) any Confidential Information of a Party disclosed by or on behalf of such Party to the other Party which Confidential Information shall be used by the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: (i) is or becomes known to the public through no fault of the receiving Party or its employees, agents or contractors; (ii) the receiving Party can prove was already known to it at the time of disclosure free from any obligation of confidentiality or secrecy to the disclosing Party or any third party; or (iii) was or becomes available to the receiving Party on a non-confidential basis from a third party not under any obligation of confidentiality or secrecy to the disclosing Party or any third party. The Parties acknowledge that any breach or violation of this Section 36 with respect to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond in connection with such remedy.

Confidentiality Intellectual Property. (a) No It is understood that each Party shall disclose (1) has received and will receive Confidential Information from the terms other Parties in connection with the negotiation of this Agreement to a third party and the Ancillary Agreements as well as in previous discussions and interactions involving the matters addressed by this Agreement and the Ancillary Agreements. Except as set forth herein (including except as expressly permitted or contemplated by the other than a Party’s and its affiliates’ employeesprovisions of this Agreement), lenders, counsel, accountants or prospective permitted purchasers the Parties shall not use the Confidential Information of a another disclosing Party or all or substantially all except in connection with the performance of such Party’s assets or of any rights their respective obligations under this AgreementAgreement and shall not disclose (and shall cause their respective Representatives, in each case who have agreed Affiliates, and Affiliates' Representatives not to keep such terms confidential); or (2disclose) any Confidential Information received from another Party, the Independent Third Party or an Approved Firm, except to such receiving Party's Representatives, Affiliates, and Affiliates' Representatives, who have a need to know and have agreed to maintain the confidentiality of a Confidential Information in accordance with this Section 11.14; the disclosing Party disclosed by or on behalf is and shall be an express third party beneficiary of such Party agreement by such receiving Party's Representatives, Affiliates, and Affiliates' Representatives. (b) Section 11.14(a) shall not apply with respect to the other Party which Confidential Information shall be used by that the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law can demonstrate is or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: was: (i) is or becomes already known to such Party or its Affiliates prior to the public through no fault of confidential disclosure by the disclosing Party, the Independent Third Party or an Approved Firm; (ii) independently developed by the receiving Party or its employees, agents Affiliates not in violation or contractors; (ii) the receiving Party can prove was already known to it at the time breach of disclosure free from this Agreement or any other confidentiality obligation of confidentiality or secrecy to the disclosing Party (such as the Confidentiality Agreements or any third party; retention agreement with a firm or professional in connection with this Agreement); (iii) was already known to the public without breach of confidence by such Party or becomes available to any of its Affiliates; (iv) received by the receiving Party on a non-confidential basis from a third party without restrictions on its use in favor of the disclosing Party, whether by law or contract; or (v) subject to prior compliance with Section 11.14(c), required to be disclosed pursuant to any applicable Law, stock exchange regulation, regulatory provision, court order, subpoena or other legal process. (c) Section 11.14(a) shall not under apply from and after the Closing to restrict the use or disclosure by the Insurer of any obligation Confidential Information related to Priced Lives, Annuity Payments, or the pricing or underwriting of confidentiality the Group Annuity Contract, received from another disclosing Party, provided, that the Insurer shall use such Confidential Information only in compliance with all applicable Laws relating to privacy of personally identifying information. For the avoidance of doubt, this Section 11.14(c) does not apply to Confidential Information regarding the Company or secrecy the Plan (other than to the disclosing Party or any third party. The Parties acknowledge that any breach or violation of this Section 36 with respect to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond extent required in connection with the Group Annuity Contract). (d) Except as otherwise provided in this Agreement, if any Party, its Representatives, its Affiliates or its Affiliates' Representatives, receives a request, subpoena, demand, or order for disclosure or become required by Law or stock exchange rule or regulation to disclose any Confidential Information (a “Compelled Disclosing Party”), such Compelled Disclosing Party shall promptly, and in no case more than five (5) Business Days following receipt of such a request, subpoena, demand, or order (so long as it is legally permitted to provide such notification), notify the other Parties to afford them the opportunity to object or seek a protective order or other remedy, including a protective order requiring Confidential Information to be submitted under seal and for the return and destruction of Confidential Information or copies thereof following the conclusion of any Action, prior to the disclosure of any such Confidential Information. The Compelled Disclosing Party shall, to the extent permitted by Law, cooperate with the other Party's or Parties' efforts to obtain such protective order, at such other Party's or Parties' cost and expense. In the event that such protective order or other remedy is not sought or obtained, only that portion of Confidential Information which the Compelled Disclosing Party in good faith believes is legally required to be provided may be disclosed and such Compelled Disclosing Party shall request that appropriate confidential treatment will be accorded to such Confidential Information.

Confidentiality Intellectual Property. 7.1 Confidential Information (aas defined below) No Party disclosed by a party to the other party shall disclose not be used, disclosed or copied by such other party except as reasonably necessary in connection with the performance of any obligations or the exercise of any rights hereunder, any such disclosure to be made on terms and conditions reasonably necessary to ensure the continued confidentiality of the disclosed Confidential Information. Each party shall take reasonable care to prevent the unauthorized use, dissemination or publication of the Confidential Information belonging to the other party, provided, without limitation to the foregoing, no Confidential Information shall be disclosed to any third party which has not executed and delivered a confidentiality agreement pursuant to which such third party agrees to maintain the confidentiality of Confidential Information disclosed to such third party on substantially the same terms and conditions as this Section 7.1, such confidentiality agreement to be for the benefit of, and a copy of such confidentiality agreement shall be immediately provided to, the party whose 5 Confidential Information is to be disclosed to such third party. Confidential Information does not include information which: (1i) is known by the terms receiving party prior to disclosure hereunder (other than by reason of disclosure by a third party that, in so disclosing such information, breached an obligation of confidentiality owing to the disclosing party), as evidenced by the books and records of the receiving party existing at the time of disclosure by the disclosing party; (ii) is or becomes in the public domain other than through a breach of this Agreement Agreement; or any other agreement or obligation between the parties hereto; (iii) is disclosed to the receiving party by a third party (other than by reason of disclosure by a Party’s and its affiliates’ employees, lenders, counsel, accountants or prospective permitted purchasers of a Party or all or substantially all of such Party’s assets or of any rights under this Agreementthird party that, in each case who have agreed so disclosing such information, breached an obligation of confidentiality owing to keep such terms confidentialthe disclosing party); or (2iv) is independently developed by the receiving party, as evidenced by the books and records of the receiving party. Neither party shall be liable for disclosure of any Confidential Information when such disclosure is required by law provided that the disclosing party shall provide prompt notice to the disclosing party, where possible prior to the disclosure and shall cooperate with the disclosing party in an effort to minimize the scope of the information to be disclosed. For the purposes hereof, "Confidential Information" shall mean any information, in whatever form provided, disclosed by a party to the other party that relates to such party's business, finances, operations, strategic planning, research and development activities, forecasts, products, investments, data, know-how or other technology, as well as any other materials and information which, from the circumstances in which they are made available to the other party ought, in good faith, to be treated as confidential or proprietary (including, without limitation, by designation by the disclosing party to the receiving party that such disclosed information is confidential information). Anything to the contrary appearing in this Agreement notwithstanding, (i) this Agreement shall not be construed to amend or otherwise modify any confidentiality agreement or confidentiality obligation existing between the parties hereto on the Effective Date, and (ii) without limitation to any other restriction on the use of Confidential Information, in no event and at no time shall either party hereto use any Confidential Information of the other party in a Party disclosed by or on behalf manner adverse to the interests of such Party to the other Party which Confidential Information shall be used by the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: (i) is or becomes known to the public through no fault of the receiving Party or its employees, agents or contractors; (ii) the receiving Party can prove was already known to it at the time of disclosure free from any obligation of confidentiality or secrecy to the disclosing Party or any third party; or (iii) was or becomes available to the receiving Party on a non-confidential basis from a third party not under any obligation of confidentiality or secrecy to the disclosing Party or any third party. The Parties acknowledge that any breach or violation of this Section 36 with respect to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond in connection with such remedy.

Confidentiality Intellectual Property. (a) No It is understood that each Party shall disclose (1) has received and will receive Confidential Information from the terms other Parties in connection with the negotiation of this Agreement to a third party and the Ancillary Agreements as well as in previous discussions and interactions involving the matters addressed by this Agreement and the Ancillary Agreements. Except as set forth herein (including except as expressly permitted or contemplated by the other than a Party’s and its affiliates’ employeesprovisions of this Agreement), lenders, counsel, accountants or prospective permitted purchasers the Parties shall not use the Confidential Information of a another disclosing Party or all or substantially all except in connection with the performance of such Party’s assets or of any rights their respective obligations under this AgreementAgreement and shall not disclose (and shall cause their respective Representatives, in each case who have agreed Affiliates, and Affiliates' Representatives not to keep such terms confidential); or (2disclose) any Confidential Information received from another Party, the Independent Third Party or an Approved Firm, except to such receiving Party's Representatives, Affiliates, and Affiliates' Representatives, who have a need to know and have agreed to maintain the confidentiality of a Confidential Information in accordance with this Section 11.14; the disclosing Party disclosed by or on behalf is and shall be an express third party beneficiary of such Party agreement by such receiving Party's Representatives, Affiliates, and Affiliates' Representatives. (b) Section 11.14(a) shall not apply with respect to the other Party which Confidential Information shall be used by that the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law can demonstrate is or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: was: (i) is or becomes already known to such Party or its Affiliates prior to the public through no fault of confidential disclosure by the NYI-4483146v3 74 disclosing Party, the Independent Third Party or an Approved Firm; (ii) independently developed by the receiving Party or its employees, agents Affiliates not in violation or contractors; (ii) the receiving Party can prove was already known to it at the time breach of disclosure free from this Agreement or any other confidentiality obligation of confidentiality or secrecy to the disclosing Party (such as the Confidentiality Agreements or any third party; retention agreement with a firm or professional in connection with this Agreement); (iii) was already known to the public without breach of confidence by such Party or becomes available to any of its Affiliates; (iv) received by the receiving Party on a non-confidential basis from a third party without restrictions on its use in favor of the disclosing Party, whether by law or contract; or (v) subject to prior compliance with Section 11.14(c), required to be disclosed pursuant to any applicable Law, stock exchange regulation, regulatory provision, court order, subpoena or other legal process. (c) Section 11.14(a) shall not under apply from and after the Closing to restrict the use or disclosure by the Insurer of any obligation Confidential Information related to Plan Beneficiaries, Plan Participants, Annuity Payments, or the pricing or underwriting of confidentiality the Group Annuity Contract, received from another disclosing Party, provided, that the Insurer shall use such Confidential Information only in compliance with all applicable Laws relating to privacy of personally identifying information. For the avoidance of doubt, this Section 11.14(c) does not apply to Confidential Information regarding the Company or secrecy the Plan (other than to the disclosing extent required in connection with the Group Annuity Contract). (d) Except as otherwise provided in this Agreement, if any Party, its Representatives, its Affiliates or its Affiliates' Representatives, receives a request, subpoena, demand, or order for disclosure or become required by Law or stock exchange rule or regulation to disclose any Confidential Information (a “Compelled Disclosing Party”), such Compelled Disclosing Party shall promptly, and in no case more than five (5) Business Days following receipt of such a request, subpoena, demand, or order (so long as it is legally permitted to provide such notification), notify the other Parties to afford them the opportunity to object or seek a protective order or other remedy, including a protective order requiring Confidential Information to be submitted under seal and for the return and destruction of Confidential Information or copies thereof following the conclusion of any third partyAction, prior to the disclosure of any such Confidential Information. The Compelled Disclosing Party shall, to the extent permitted by Law, cooperate with the other Party's or Parties' efforts to obtain such protective order, at such other Party's or Parties' cost and expense. In the event that such protective order or other remedy is not sought or obtained, only that portion of Confidential Information which the Compelled Disclosing Party in good faith believes is legally required to be provided may be disclosed and such Compelled Disclosing Party shall request that appropriate confidential treatment will be accorded to such Confidential Information. (e) Each engagement letter between any of the Parties acknowledge that any breach on the one hand and the Independent Third Party, each Approved Firm or violation each other professional engaged in connection with this Agreement, on the other, shall include undertakings by such professional to maintain the confidentiality of Confidential Information in accordance with this Section 36 with respect 11.14 and to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and clearly xxxx any reports or other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond work product prepared in connection with such remedyengagement as confidential and not subject to disclosure except as permitted by this Section 11.14. (f) The Parties acknowledge and agree that this Section 11.14 shall supersede the Confidentiality NYI-4483146v3 75

Confidentiality Intellectual Property. 7.1 Confidential Information (aas defined below) No Party disclosed by a party to the other party shall disclose not be used, disclosed or copied by such other party except as reasonably necessary in connection with the performances of any obligations or the exercise of any rights hereunder, any such disclosure to be made on terms and conditions reasonably necessary to ensure the continued confidentiality of the disclosed Confidential Information. Each party shall take reasonable care to prevent the unauthorized use, dissemination or publication of the Confidential Information belonging to the other party; provided, without limitation to the foregoing, no Confidential Information shall be disclosed to any third party which has not executed and delivered a confidentiality agreement pursuant to which such third party agrees to maintain the confidentiality of Confidential Information disclosed to such third party on substantially the same terms and conditions as this Section 7.1, such confidentiality agreement to be for the benefit of, and a copy of such confidentiality agreement shall be immediately provided to, the party whose Confidential Information is to be disclosed to such third party. Confidential Information does not include information which; (1i) is known by the terms receiving party prior to disclosure hereunder (other than by reason of disclosure by a third party that, in so disclosing such information, breached an obligation of confidentiality owing to the disclosing party), as evidenced by the books and records of the receiving party existing at the time of disclosure by the disclosing party; (ii) is or becomes in the public domain other than through a breach of this Agreement Agreement; or any other agreement or obligation between the parties hereto; (iii) is disclosed to the receiving party by a third party (other than by reason of disclosure by a Party’s and its affiliates’ employees, lenders, counsel, accountants or prospective permitted purchasers of a Party or all or substantially all of such Party’s assets or of any rights under this Agreementthird party that, in each case who have agreed so disclosing such information, breached an obligation of confidentiality owing to keep such terms confidentialthe disclosing party); or (2iv) any Confidential Information of a Party disclosed by or on behalf of such Party to the other Party which Confidential Information shall be used is independently developed by the receiving Party solely to fulfill its obligations hereunderparty, except in order to comply with Applicable Law or any exchange rule; provided, however, that each Party shall notify as evidenced by the other Party of any proceeding of which it is aware which may result in disclosure, if books and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: (i) is or becomes known to the public through no fault records of the receiving Party or its employees, agents or contractors; (ii) the receiving Party can prove was already known to it at the time of disclosure free from any obligation of confidentiality or secrecy to the disclosing Party or any third party; or (iii) was or becomes available to the receiving Party on a non-confidential basis from a third party not under any obligation of confidentiality or secrecy to the disclosing Party or any third party. The Parties acknowledge that any breach or violation of this Section 36 with respect to its Confidential Information cannot Neither party shall be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond in connection with such remedy.liable

Confidentiality Intellectual Property. (a) No It is understood that each Party shall disclose (1) has received and will receive Confidential Information from the terms other Parties in connection with the negotiation of this Agreement to a third party and the Ancillary Agreements as well as in previous discussions and interactions involving the matters addressed by this Agreement and the Ancillary Agreements. Except as set forth herein (including except as expressly permitted or contemplated by the other than a Party’s and its affiliates’ employeesprovisions of this Agreement), lenders, counsel, accountants or prospective permitted purchasers the Parties shall not use the Confidential Information of a another disclosing Party or all or substantially all except in connection with the performance of such Party’s assets or of any rights their respective obligations under this AgreementAgreement and shall not disclose (and shall cause their respective Representatives, in each case who have agreed Affiliates, and Affiliates' Representatives not to keep such terms confidential); or (2disclose) any Confidential Information received from another Party, the Independent Third Party or an Approved Firm, except to such receiving Party's Representatives, Affiliates, and Affiliates' Representatives, who have a need to know and have agreed to maintain the confidentiality of a Confidential Information in accordance with this Section 11.14; the disclosing Party disclosed by or on behalf is and shall be an express third party beneficiary of such Party agreement by such receiving Party's Representatives, Affiliates, and Affiliates' Representatives. (b) Section 11.14(a) shall not apply with respect to the other Party which Confidential Information shall be used by that the receiving Party solely to fulfill its obligations hereunder, except in order to comply with Applicable Law can demonstrate is or any exchange rule; provided, however, that each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, if and to the extent such notice is not prohibited by such proceeding, and shall use reasonable efforts to prevent or limit the disclosure. “Confidential Information” means a Party’s plans, markets, marketing strategy, finances, programs, practices, processes, products, costs, know-how, technology, intellectual property rights, equipment, operations, customers, trade secrets or any other confidential or proprietary information other than information that: was: (i) is or becomes already known to such Party or its Affiliates prior to the public through no fault of confidential disclosure by the disclosing Party, the Independent Third Party or an Approved Firm; (ii) independently developed by the receiving Party or its employees, agents Affiliates not in violation or contractors; (ii) the receiving Party can prove was already known to it at the time breach of disclosure free from this Agreement or any other confidentiality obligation of confidentiality or secrecy to the disclosing Party (such as the Confidentiality Agreements or any third party; retention agreement with a firm or professional in connection with this Agreement); (iii) was already known to the public without breach of confidence by such Party or becomes available to any of its Affiliates; (iv) received by the receiving Party on a non-confidential basis from a third party not under any obligation without restrictions on its use in favor of confidentiality or secrecy to the disclosing Party Party, whether by law or contract; or (v) subject to prior compliance with Section 11.14(c), required to be disclosed pursuant to any third party. The Parties acknowledge that any breach applicable Law, stock exchange regulation, regulatory provision, court order, subpoena or violation of this Section 36 with respect to its Confidential Information cannot be sufficiently remedied by money damages alone and, accordingly, the disclosing Party will be entitled to seek, in addition to damages and any other remedies provided by law, specific performance, injunctive and other equitable relief respecting any such violation, and each Party as the receiving Party hereby explicitly waives any defense related to the pursuit of such relief and waives any requirement for the securing or posting of any bond in connection with such remedylegal process.