Common use of Confidentiality Non Solicitation Clause in Contracts

Confidentiality Non Solicitation. a. All books, records, information and data pertaining to the business of the other party including, but not limited to, the names of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided, however, that the foregoing does not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLC, or any parties to transactions engaged in by the foregoing or (except to the extent relating to such tax structure or tax treatment) any non-public commercial or financial information. e. On written request or on the expiration or termination of this Agreement, each party will return to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary course.

Confidentiality Non Solicitation. a. All books, records, information and data pertaining to the business of the other party including, but not limited to, the names of the clients (including Dealer Members) of Dealer, the a Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the a Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the a Fund within a time period that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund Funds with Dealer Members. d. c. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund Funds and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided, however, that the foregoing does not constitute an authorization to disclose information identifying the Fund Funds or its their members, BlackRock Advisors, LLC, or any parties to transactions engaged in by the foregoing or (except to the extent relating to such tax structure or tax treatment) any non-public commercial or financial information. e. d. On written request or on the expiration or termination of this Agreement, each party will return to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary course.

Confidentiality Non Solicitation. a. All books(a) For a period of two (2) years following the Closing Date, records, information Seller shall and data pertaining shall cause its Affiliates to the business of the other party including, but not limited to, the names of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept keep confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include use in any nonpublic personal manner any and all confidential information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period Acquired Companies or the Purchaser that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained remains in or comes into Seller’s or such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structureAffiliates possession; provided, however, that the foregoing does shall not constitute an authorization preclude Seller from (i) disclosing such confidential information if compelled to disclose the same by judicial or administrative process or by other requirements of any applicable Law (subject to the following provisions of this Section 6.14(a)), (ii) disclosing or using such confidential information identifying if the Fund or its members, BlackRock Advisors, LLC, same is in the public domain (other than as a result of a breach of this Section 6.14(a) by Seller or any parties Affiliate of Seller) or (iii) disclosing or using such confidential information if the same is acquired from a Person that is not known to transactions engaged Seller to be under an obligation to keep such information confidential. If Seller is requested or required (by oral questions, interrogatories, requests for information or documents in a Proceeding) to disclose any such confidential information, Seller shall as soon as reasonably practicable notify the Purchaser of any such request or requirement so that the Purchaser may seek a protective Order or other appropriate remedy and waive compliance with the provisions of this Section 6.14(a). If, in the absence of a protective Order or other remedy or the receipt of a waiver by the foregoing or (except Purchaser, Seller is required to disclose such information, Seller, without liability hereunder, may disclose that portion of such information which the extent relating Seller reasonably believes it is legally required to such tax structure or tax treatment) any non-public commercial or financial informationdisclose. e. On (b) Seller shall not and shall cause its Affiliates not to, for a period of one (1) year following the Closing Date, without the prior written request consent of the Purchaser, directly or on indirectly, solicit, cause to be solicited (including by recommending for employment) or hire any Person who is now employed by any Acquired Company, the expiration Purchaser or termination of this Agreement, each party will return to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy any Affiliate of any document or information of the foregoing; provided, however, that Seller shall not be restricted from conducting any general solicitation for employees (including through the use of employment agencies) not specifically directed at any such party is obligated Persons; and provided further, that Seller shall not be restricted in hiring any such Person who responds to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as any such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary coursegeneral solicitation.

Confidentiality Non Solicitation. a. All booksIn the course of its performance of this Agreement, records, it is anticipated that NewRoads and Company will come into possession of certain proprietary information and data pertaining belonging to the business of the other party includingother, including but not limited to i. in the case of Company, its Data, financial condition, forecasts, marketing records, merchandising records, vendor information, sales records, customer records, customer files, general business plans and other confidential or proprietary information and ii. in the names case of the clients NewRoads, its financial condition, cost structures, staffing levels, systems information, monitoring records, customer records, customer files, trade secrets, sales forecasts, general business plans and other confidential or proprietary information (including Dealer Members) of Dealer, the Fund all such information relating to Company or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. NewRoads being "Confidential Information" shall also include any nonpublic personal information (as defined by Regulation S-P and the party to whom such Confidential Information relates being the "Proprietary Party"). b. NewRoads and Company agree that each will not, during the Term hereof and five years thereafter, furnish, disclose, or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed make accessible to any third party (other person or entitythan their respective officers, except (idirectors, shareholders, agents, advisors and affiliates) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission any of the other party. Each party will limit the disclosure of the other partyother's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon unless otherwise instructed by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained Proprietary Party in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structurewriting; provided, however, that Confidential Information shall not include any information which i. at the foregoing does time of disclosure by the other party is generally available to and known by the public other than as a result of its disclosure by such party, ii. was available to the other party on a non-confidential basis from a source other than the Proprietary Party, provided that such source is not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLCbound by a confidentiality agreement, or any parties to transactions engaged in contractual or fiduciary obligation with the Proprietary Party, or iii. has been independently acquired or developed by the foregoing other party without violating any obligations under this Agreement, or (except to the extent relating to such tax structure or tax treatment) of any non-public commercial or financial informationother agreement between Company and NewRoads. e. On c. NewRoads agrees that Company's customer files will not be made available for use by anyone other than Company, without Company's specific prior written request permission for each occurrence of such use. d. The parties agrees that they will not at any time during the Term or on within three years after the termination or expiration or termination of this Agreement, each party will return solicit, interfere with, employ or endeavor to entice away from the other party (or destroy any subsidiary or affiliate of the other party) any person who was employed by the other party during the Term and remains employed by the other party at the time of such solicitation. e. NewRoads shall not enter into any agreement with any actual or potential client that would prohibit or limit its ability to provide services to Company under this Agreement or any extension hereof. f. The parties mutually agree that any breach of the provisions of this Section 25 shall cause irreparable harm to the non-breaching party and that, in the event of such breach, the non-breaching party shall have, in addition to any and all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain remedies pursuant to record keeping requirements this Agreement, the right to which it is subject under applicable lawsan injunction, rules specific performance or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary courseother equitable relief.

Confidentiality Non Solicitation. a. All books(a) Each party will not, recordswithout the prior written consent of the other party, information and data pertaining use or disclose to the business any Person any Proprietary Information of the other party includingdisclosed or made available to it, but not limited to, the names except for use of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to Section 7(b), each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement shall be kept confidential Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party. (b) Notwithstanding Section 7(a), the following shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential considered Proprietary Information" shall also include any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except : (i) if such any information is already publicly available except that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the extent that such public availability is due to breach time of this Agreement disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreementevidenced by documents that were published prior to such disclosure; (iii) as required any information that, after disclosure by order or demand the disclosing party, comes into the public domain through no fault of a court or other governmental or regulatory body or as otherwise required by law; the receiving party, (iv) as may be required to be any information that is disclosed to the receiving party without restriction by a party's attorneys, accountants, regulatory examiners or insurers for third party who has legitimate business purposespossession thereof and the legal right to make such disclosure; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained in such communications in any statementthat, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided, however, that the foregoing does not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLC, or any parties to transactions engaged in by the foregoing or (except to the extent relating to such tax structure or tax treatment) any non-public commercial or financial information. e. On written request or on the two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law. (c) Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party will shall promptly return to the other party or destroy all Confidential Proprietary Information of the other party (including all copies thereof) in its possession or control. (d) During the term of this Agreement and for two years following expiration or termination of this Agreement, provided that each party may retain a single archival copy Agency will not, directly or indirectly, solicit or recruit the services of any document or information that employee of Xxx.xxx performing services under this Agreement, while such party employee is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but employed by Xxx.xxx and for only so long as a period of six months after such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in employee has left the ordinary courseemployment of Xxx.xxx.

Confidentiality Non Solicitation. a. All booksIn the course of its performance of this Agreement, records, it is anticipated that NEWROADS and COMPANY will come into possession of certain proprietary information and data pertaining belonging to the business of the other party includingother, including but not limited to i. in the case of COMPANY, marketing records, merchandising records, customer records and customer files and ii. in the names case of NEWROADS, its financial condition, cost structures, staffing levels, systems information, monitoring records, customer records, customer files, trade secrets, sales forecasts, general business plans and other confidential or proprietary information (all such information relating to COMPANY or NEWROADS being "CONFIDENTIAL INFORMATION" and the party to whom such Confidential Information relates being the "PROPRIETARY PARTY"). b. NEWROADS and COMPANY agree that each will not, during the Term hereof or thereafter, furnish, disclose, or make accessible to any third party any of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other partyother's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon unless otherwise instructed by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained Proprietary Party in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structurewriting; provided, however, that Confidential Information shall not include any information which i. at the foregoing does time of disclosure by the other party is generally available to and known by the public other than as a result of its disclosure by such party, ii. was available to the other party on a non-confidential basis from a source other than the Proprietary Party, provided that such source is not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLCbound by a confidentiality agreement, or any parties to transactions engaged in contractual or fiduciary obligation with the Proprietary Party, or iii. has been independently acquired or developed by the foregoing other party without violating any obligations under this Agreement, or (except to the extent relating to such tax structure or tax treatment) of any non-public commercial or financial informationother agreement between Company and NEWROADS. e. On c. NEWROADS agrees that COMPANY'S customer files will not be made available for use by anyone other than COMPANY, without COMPANY'S specific prior written request permission for each occurrence of such use. d. COMPANY agrees that it will not at any time during the Term or on within three years after the termination or expiration or termination of this Agreement, each party will return solicit, interfere with, employ or endeavor to entice away from NEWROADS (or any subsidiary or affiliate of NEWROADS) any employee, consultant, agent or other client of NEWROADS. The parties agree that placing advertisements soliciting employees of the type then employed by the Company or NewRoads, as the case may be, in newspapers, Internet job sites and similar media generally accessible to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required public shall not be deemed to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary coursea breach of this Section.

Confidentiality Non Solicitation. a. All books, records, information (a) DGT and data pertaining to the business of the other party including, but not limited to, the names of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement Seller shall be kept keep confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include use in any nonpublic personal manner any and all confidential information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission of the other party. Each party will limit the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kindAcquired Assets, the tax treatment and tax structure Seller or the Purchaser that remains in or comes into the possession of DGT or the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structureSeller; provided, however, that the foregoing does shall not constitute an authorization preclude DGT or the Seller from (i) disclosing such confidential information if compelled to disclose information identifying the Fund same by judicial or its members, BlackRock Advisors, LLCadministrative process or by other requirements of any applicable law (subject to the following provisions of this Section 5.2(a)), or (ii) disclosing or using such confidential information if the same is in the public domain (other than as a result of a breach of this Section 5.2(a) by DGT or the Seller). If DGT or the Seller is requested or required (by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other proceedings, subpoena, civil investigative demand or other similar process) to disclose any parties to transactions engaged such confidential information, DGT and/or the Seller shall as soon as reasonably practicable notify the Purchaser of any such request or requirement so that the Purchaser may seek, at Purchaser’s sole cost and expense, a protective order or other appropriate remedy and waive compliance with the provisions of this Section 5.2(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the foregoing Purchaser, DGT or the Seller is required to disclose such information, DGT and/or the Seller, without liability hereunder, may disclose that portion of such information which it determines, based upon consultation with legal counsel, that it is legally required to disclose. (except b) Each of DGT and the Seller shall not, for a period of three (3) years following the Closing Date, without the prior written consent of the Purchaser, directly or indirectly: (i) solicit, cause to be solicited (including by recommending for employment) or hire any Person who is employed by the Seller as of the Closing Date other than those individuals set forth on Schedule 1.1; (ii) solicit the business of any Person who is a customer of the Seller as of the Closing Date for the purpose engaging in a Competing Business with such Person anywhere in the Restricted Territory; (iii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of the Purchaser to cease doing business with the Purchaser, to deal with any competitor of the Purchaser in a Competing Business in the Restricted Territory or in any way interfere with its relationship with the Purchaser; or (iv) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, consultant or other business relation of the Seller as conducted by the Seller on the Closing Date or within the year preceding the Closing Date to cease doing business with the Purchaser, to deal with any competitor of the Purchaser in a Competing Business in the Restricted Territory or in any way interfere with its relationship with the Purchaser. (c) The provisions of that certain Confidentiality Agreement, dated as of October 7, 2011, by and among DGT, AMA International and Ultra Electronics Holdings (the “Confidentiality Agreement”), shall continue to apply to the extent relating Parties as though all such Parties were original signatories thereto and shall be incorporated herein by reference in its entirety. If this Agreement is terminated for any reason whatsoever, the Parties shall continue to such tax structure or tax treatment) any non-public commercial or financial informationbe bound by the terms of the Confidentiality Agreement. e. On written request (d) Because of the difficulty of measuring economic losses to the Purchaser as a result of a breach or on threatened breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Purchaser for which it would have no other adequate remedy, each of DGT and the Seller agrees that the Purchaser will be entitled to seek, in addition to the right to seek damages and any other rights it may have hereunder, to obtain preliminary or permanent injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Section 5.2 (and no bond or other security shall be required in connection therewith), it being agreed that money damages alone may be inadequate to compensate the Purchaser and may be an inadequate remedy for such breach. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 5.2 is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.2 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. The Parties acknowledge and agree that this Section 5.2 is reasonable and necessary to protect and preserve the Purchaser’s legitimate business interests and to prevent any unfair advantage from being conferred on DGT or termination of this Agreement, each party will return to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary courseSeller.

Confidentiality Non Solicitation. a. All booksDuring the Term of this Agreement, records, it is anticipated that Accretive Commerce and Company will come into possession of certain proprietary information and data pertaining belonging to the business of the other party includingother, including but not limited to: i. in the case of Company, its financial condition, marketing records, merchandising records, customer records and customer files and ii. in the case of Accretive Commerce, its financial condition, cost structures, staffing levels, systems information, monitoring records, customer records, customer files, processes, trade secrets, sales forecasts, general business plans and other confidential or proprietary information iii. all such information relating to Company or Accretive Commerce shall constitute “Confidential Information”, the names of party who receives the clients (including Dealer Members) of DealerConfidential Information being the “Receiving Party”, and the Fund or Distributor ("party to whom such Confidential Information") that are exchanged or received Information relates being the “Disclosing Party”. b. Except as permitted in connection with this Agreement shall be kept confidential an out-sourcing permitted under Section 3.c, Accretive Commerce and shall not be used except to Company agree that each will not, during the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include any nonpublic personal information Term hereof and five (as defined by Regulation S-P 5) years thereafter, furnish, disclose, or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors or prospective investors, marketing materials and other similar data or information not generally known to the public. "Confidential Information" shall not be voluntarily disclosed make accessible to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be required to be disclosed to a party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with the express prior written permission third party any of the other party. Each party will limit the disclosure of the other party's ’s Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will not, and will cause its affiliates to not, directly or knowingly solicit any client (including Dealer Members) of Dealer based on information provided to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon unless otherwise instructed by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained Disclosing Party in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Members. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structurewriting; provided, however, that Confidential Information shall not include any information that: i. at the foregoing does time of disclosure by the Disclosing Party is generally available to and known by the public other than as a result of its disclosure by such party,; ii. was available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLCbound by a confidentiality agreement, or any parties to transactions engaged in contractual or fiduciary obligation with the Disclosing Party; or iii. has been independently acquired or developed by the foregoing Receiving Party without violating any obligations under this Agreement, or (except to the extent relating to such tax structure or tax treatment) of any non-public commercial or financial informationother agreement between Company and Accretive Commerce. e. On c. Accretive Commerce agrees that Company’s customer files maintained by Accretive Commerce will not be made available for use by anyone other than Company, without Company’s specific prior written request permission. d. Company agrees that it shall not at any time during the Term or on within three years after the termination or expiration or termination of this Agreement, each party will return solicit, interfere with, employ or endeavor to the entice away from Accretive Commerce (or any Accretive Commerce subsidiary or affiliate) any employee, consultant, agent or other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy client of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary courseAccretive Commerce.

Confidentiality Non Solicitation. a. All books10.1. Both parties agree that they will not disclose or disseminate any Confidential Information to any person or entity other than each of its respective employees, recordsagents, information officers or directors who will be directly involved in the performance of this Agreement, and data pertaining to the business of where such Confidential Information is obtained by the other party includingas a result of its relationship with the other party or the other parties’ agents, but not limited toemployees, suppliers or the names provisions of the clients (including Dealer Members) of Dealer, the Fund or Distributor ("Confidential Information") that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be used except to the extent necessary to perform each party's obligations under this Agreement. "Confidential Information" shall also include includes but is not limited to product information, information gained as a result of access to any nonpublic personal information (as defined by Regulation Son-P or FTC Regulation 313) regarding Dealer's prospective investorsline systems, Dealer Members and other Fund investors or prospective investorstraining information, marketing materials and other similar data or information of any kind that is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality herein. The receiving party will not disseminate the Confidential Information except to its employees, agents, officers or directors who will be involved directly in the permitted use of the Confidential Information. The receiving party will use the same degree of care, but no less than reasonable care, to avoid disclosure of such information as the receiving party employs with respect to its own confidential information. The receiving party shall have no obligation with respect to disclosure and use of information to the extent such information: (i) becomes available generally known to the public. "Confidential Information" shall not be voluntarily disclosed , or is received from a third party independent of the disclosing party, without a breach by the receiving party of a confidentiality obligation to any other person or entity, except (i) if such information is already publicly available except to the extent that such public availability is due to breach of this Agreement by the disclosing party; (ii) as may be required solely for is developed independently by the purpose of carrying out a receiving party's duties and responsibilities under this Agreement; or (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be is required to be disclosed by operation of law. All information furnished to a the receiving party by the disclosing party shall, unless otherwise specified in writing by the disclosing party's attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (v) with remain the express prior written permission property of the other disclosing party. Each party will limit ; and the disclosure of the other party's Confidential Information to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing restrictions. b. Distributor will notwritten information, and will cause any copies or extracts thereof, shall either be promptly returned to the disclosing party upon its affiliates written request or destroyed at the disclosing party’s option. No license or right in or to not, directly or knowingly solicit any client (including Dealer Members) information is granted under the intellectual property laws of Dealer based on information provided to Distributor by Dealer pursuant to this Agreementany country. Notwithstanding In conjunction with the foregoing, Distributor is not restricted from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the Fund, the Distributor, or any of their respective affiliates provide to Dealer Members relating to the Fund within a time period that has been mutually agreed upon by the Distributor and Dealer. The Fund and the Distributor agree that Dealer may use any information contained in such communications in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance of the Fund. Dealer and Distributor parties hereby agree to work together in good faith and approve that certain Right to (i) respond in Know Addendum attached hereto and made a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and (ii) organize informal forums on an as-needed basis for discussing material events relating to the Fund with Dealer Memberspart hereof. d. Notwithstanding any other provision of this Agreement, each party (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided, however, that the foregoing does not constitute an authorization to disclose information identifying the Fund or its members, BlackRock Advisors, LLC, or any parties to transactions engaged in by the foregoing or (except to the extent relating to such tax structure or tax treatment) any non-public commercial or financial information. e. On written request or on the expiration or termination of this Agreement, each party will return to the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary course.

Confidentiality Non Solicitation. a. All books(a) In connection with the Parties entering into this Agreement, recordsthe Confidentiality Agreement shall be terminated and the provisions of this Section 5.08 shall govern. Subject to Section 5.09, following the Closing, Purchaser shall not, and shall cause its Affiliates (including, after the Closing, the Fluids Entities) not to, and Purchaser shall instruct its and their respective Representatives not to, directly or indirectly, for a period of three (3) years after the Closing Date, without the prior written consent of Seller, disclose to any third party (other than each other and their respective Representatives) any confidential information, whether written or oral, with respect to the Non-Fluids Business or the Non-Fluids Subsidiaries; provided that, the foregoing restriction shall not (i) apply to any information and data (A) pertaining to the business Fluids Business or the Fluids Entities, (B) generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 5.08(a)), (C) Purchaser can establish was independently developed by any of the other party includingFluids Entities or Purchaser or any of its Affiliates without use of any confidential information with respect to the Non-Fluids Business or the Non-Fluids Subsidiaries, but not limited to, the names or (D) was made available to any of the clients Fluids Entities or Purchaser or any of its Affiliates by a third party with the right to disclose such information, or (including Dealer Membersii) prohibit any disclosure (A) required by Law or any listing agreement with any national securities exchange so long as, to the extent legally permissible and reasonably practicable under the circumstances, Purchaser provides Seller with reasonable prior notice of Dealersuch disclosure, Purchaser uses its commercially reasonable efforts to seek confidential treatment if such disclosure is required and Purchaser discloses only the Fund or Distributor portion of such information which Purchaser is advised by its counsel in writing is legally required to be disclosed, ("Confidential Information"B) that are exchanged or received necessary to be made in connection with this Agreement shall be kept confidential and shall not be used except the enforcement of any right or remedy relating to any of the Transaction Documents or the Transactions, including the commencement of any Action or (C) to (solely to the extent necessary such confidential information relates to perform each party's obligations under this Agreement. "Confidential Information" shall also include the Fluids Entities or the Fluids Business) any nonpublic personal information (as defined by Regulation S-P or FTC Regulation 313) regarding Dealer's prospective investors, Dealer Members and other Fund investors purchaser or prospective investorspurchaser or financing source or underwriter in connection with such Person’s financial, marketing materials accounting or similar due diligence of the Fluids Entities or any direct and indirect existing and prospective investors in connection with customary fund raising, marketing, informational or reporting activities; provided that, in each case, such Persons are subject to customary confidentiality restrictions. (b) Subject to Section 5.09, Seller shall not, and shall cause the other similar data Non-Fluids Subsidiaries, any other Subsidiary of Seller and its Affiliates not to, and Seller shall instruct its and their respective Representatives not to, directly or information not generally known indirectly, for a period of three (3) years after the Closing Date, without the prior written consent of Purchaser, disclose to any third party (other than each other and their respective Representatives) any confidential information, whether written or oral, with respect to the public. "Confidential Information" Fluids Business or the Fluids Entities; provided that, the foregoing restriction shall not be voluntarily disclosed to any other person or entity, except (i) if apply to any information (A) pertaining to the Non-Fluids Business or the Non-Fluids Subsidiaries, (B) generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 5.08(b)), (C) Seller can establish was independently developed by the Non-Fluids Subsidiaries or any other Subsidiary of Seller (other than by the Fluids Business prior to the Closing Date) without use of any confidential information with respect to the Fluids Business or the Fluids Entities, or (D) was made available to any of the Non-Fluids Subsidiaries or any other Subsidiary of Seller by a third party with the right to disclose such information is already publicly available except information, or (ii) prohibit any disclosure (A) required by Law or any listing agreement with any national securities exchange so long as, to the extent that legally permissible and reasonably practicable under the circumstances, Seller provides Purchaser with reasonable prior notice of such public availability disclosure, Seller uses its commercially reasonable efforts to seek confidential treatment if such disclosure is due to breach required and Seller discloses only the portion of this Agreement such information which Seller is advised by the disclosing party; (ii) as may be required solely for the purpose of carrying out a party's duties and responsibilities under this Agreement; (iii) as required by order or demand of a court or other governmental or regulatory body or as otherwise required by law; (iv) as may be its counsel in writing is legally required to be disclosed disclosed, (B) necessary to a party's attorneysbe made in connection with the enforcement of any right or remedy relating to any of the Transaction Documents or the Transactions, accountants, regulatory examiners or insurers for legitimate business purposes; including the commencement of any Action or (vC) to (solely to the extent such confidential information relates to the Non-Fluids Subsidiaries or the Non-Fluids Business) any purchaser or prospective purchaser or financing source or underwriter in connection with the express prior written permission such Person’s financial, accounting or similar due diligence of the other party. Each party will limit the disclosure of the other party's Confidential Information Non-Fluids Subsidiaries or any direct and indirect existing and prospective investors in connection with customary fund raising, marketing, informational or reporting activities; provided that, in each case, such Persons are subject to those of its employees and agents with a need to know such Confidential Information for purposes of providing the services set forth in this Agreement. Each party will use reasonable care to prevent its employees and agents from violating the foregoing customary confidentiality restrictions. b. Distributor will (c) This Section 5.08 shall not apply to any information collected by Seller or its Affiliates or Purchaser or its Affiliates in connection with its provision of services under the Transition Services Agreement, the confidentiality of such information shall be governed solely by the Transition Services Agreement (including Section 12 thereof). (d) Seller agrees that, during the Restricted Period, it shall not, and will cause its affiliates Affiliates and direct its Representatives to not, directly or knowingly solicit any client indirectly: (including Dealer Membersi) of Dealer based on information provided canvass, solicit, approach or entice away or cause to Distributor by Dealer pursuant to this Agreement. Notwithstanding the foregoingbe canvassed, Distributor is not restricted solicited, approached or enticed away from soliciting any client (including Dealer Members) of Dealer with whom Distributor or any of its affiliates has either an existing relationship or a relationship that is developed independent of Dealer's solicitation efforts. c. The Distributor agrees to provide to Dealer copies of any communications contemporaneously with their distribution to Dealer Members including, but not limited to, account statements, monthly and/or quarterly investor materials, and any other investor materials, that the FundPurchaser, the Distributor, Fluids Entities or any of their respective affiliates provide to Dealer Members relating Affiliates any Person who or which is, or has been within the twelve (12) months prior to the Fund within date hereof, a time period that customer or supplier of the Fluids Entities; (ii) canvass, solicit, approach or entice or cause or attempt to be canvassed, solicited, approached or enticed any Person who or which as of the Closing is, or has been mutually agreed upon within the twelve (12) months prior to the date hereof, a client, customer, vendor, supplier or licensor of any Fluids Entity to decline to enter into a relationship with, or terminate, cease, or lessen such Person’s relationship with Purchaser or any Fluids Entity or any of their respective Affiliates; (iii) engage or employ, or solicit or contact with a view to the engagement or employment of, any Person who is, or was within the six (6) months prior to the Closing, an officer, director, employee or independent contractor of Purchaser or any Fluids Entity; or (iv) solicit, cause, induce or encourage any Person referenced in the immediately preceding clause (iii) to terminate or lessen his or her employment or engagement with Purchaser or any Fluids Entity or any of their respective Affiliates; provided that the restrictions in the foregoing clauses (iii) and (iv) shall not apply to (A) any Person that was terminated by the Distributor Purchaser or any Fluids Entity after the date hereof or (B) Seller or any of its Affiliates making general employment solicitations not directed at the employees of the Fluids Entities. (e) Seller acknowledges and Dealer. The Fund agrees that Purchaser would not enter into this Agreement or consummate the Transactions but for Seller’s agreement to the terms of this Section 5.08, and that the Distributor agree that Dealer may use any information geographic scope, scope of activity restrictions, and duration of the covenants contained in such communications this Section 5.08 are the result of arm’s-length bargaining and are fair and reasonable in any statement, report, or other marketing or sales material Dealer provides to clients (including Dealer Members) in respect to the operation and performance light of the Fund. Dealer and Distributor agree to work together in good faith to (i) respond Seller’s level of control over and contact with the Fluids Business, and association with the Fluids Entities’ goodwill in a prompt manner to inquiries of customers of Dealer (including Dealer Members) as communicated by Dealer and all jurisdictions in which the Fluids Entities conduct business; (ii) organize informal forums on an as-needed basis for discussing material events relating Seller’s access to confidential information related to the Fund Fluids Entities; and (iii) the consideration that Seller is receiving in connection with Dealer Membersthe Transactions, and the goodwill and confidential information that Seller is conveying and for which Purchaser are paying. It is the desire and intent of the Parties that the provisions of this Section 5.08 (and portions thereof) be enforced to the fullest extent permitted under applicable Law. Seller acknowledges that this Section 5.08 is reasonable and enforceable in all respects; nonetheless, if any of the restrictions of this Section 5.08 (or portions thereof) are found by a court of competent jurisdiction to be unreasonable, overly broad, or otherwise unenforceable, the Parties intend that such restrictions (and portions thereof) shall not be thereby terminated but shall be modified by such court so as to be valid and enforceable and, as so modified, to be fully enforced. The covenants contained in this Section 5.08 and each provision and part hereof are severable and distinct covenants and provisions and parts. The invalidity or unenforceability of any such covenant or provision (or any part thereof) as written shall not invalidate or render unenforceable the remaining covenants or provisions (or parts thereof) hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision (or part thereof) in any other jurisdiction. d. Notwithstanding any other provision (f) Seller further acknowledges that a breach or threatened breach of this Agreement, each party (and each of its employees, representatives or other agents) Section 5.08 may disclose cause irreparable harm to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment or tax structure; provided, howeverPurchaser for which Purchaser may have no adequate remedy at law, that it would be impractical and extremely difficult to determine Purchaser’s and their respective Affiliates’ damages in the foregoing does event of a breach or threatened breach, and that Purchaser and their respective Affiliates shall be entitled to injunctive relief and specific performance as remedies for any such breach. Such remedies shall not constitute an authorization to disclose information identifying be the Fund exclusive remedies for a breach or its members, BlackRock Advisors, LLC, or any parties to transactions engaged in by the foregoing or (except to the extent relating to such tax structure or tax treatment) any non-public commercial or financial information. e. On written request or on the expiration or termination threatened breach of this AgreementSection 5.08 but shall be in addition to all other remedies available at law and equity, each party will return to including the other party or destroy all Confidential Information in its possession or control, provided that each party may retain a single archival copy recovery of any document or information that such party is obligated to maintain pursuant to record keeping requirements to which it is subject under applicable laws, rules or regulations, but for only so long as such records are required to be maintained and each party may retain any information contained in computer back-up tapes or similar media made in the ordinary coursedamages.