Common use of Confidentiality Obligation Clause in Contracts

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.

Confidentiality Obligation. If either Party provides confidential 7.1. Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the trade secrets, proprietary information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical customer information regarding the financing, design, operation and maintenance any other information of a confidential nature of the System or other Parties coming into its/his knowledge during the conclusion and performance of Purchaser’s business this Agreement (collectively, “Confidential Information”) ). Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where disclosure to a third party is mandated by relevant laws or regulations or by applicable listing rules, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party; the Party receiving the Confidential Information shall not use, either directly or indirectly, any Confidential Information other or, if in than for the course purpose of performing under this Agreement. 7.2. The following information shall not constitute the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the otherInformation: (a) any information which, as shown by written evidence, has previously been known to the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree by way of care accorded its own confidential and proprietary information, and legal means; or (b) refrain from using such Confidential Information, except in any information which enters the negotiation and performance public domain other than as a result of a fault of the Agreementreceiving Party; or (c) any information lawfully acquired by the receiving Party from other source subsequent to the receipt of relevant information. 7.3. Notwithstanding the above, a A receiving Party may provide such disclose the Confidential Information to its officers, directors, members, managers, relevant employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider agents or its Affiliates (engaged professionals, provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each receiving Party shall be liable (ensure that such persons shall comply with respect to the other Party) for relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this provision by Agreement. 7.4. Notwithstanding any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes other provisions of this ArticleAgreement, except as set forth in Section 15the validity of this Article shall not be affected by termination of this Agreement.

Confidentiality Obligation. If either 6.1 All information and other relevant materials in connection with Party provides confidential informationA’s Business and the Services provided by Party B hereunder during the term hereof (the “Relevant Information”) shall be owned jointly by both Parties. 6.2 Notwithstanding the termination of this Agreement, including both Party A and Party B shall keep in confidence the business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical secrets and proprietary information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business other Party, the Relevant Information and other relevant materials owned jointly by both Parties, as well as any other information not made known to the general public (collectively, “Confidential Information”) to which either Party may have access during the performance of this Agreement. Without the prior consent in writing of the other or, if in the course Party or unless disclosure of performing under the Agreement or negotiating the Agreement a Party learns such Confidential Information regarding the facilities to any third party is required by applicable law or plans of the otherListing Rules, the Party receiving Party shall (a) protect the such Confidential Information from disclosure to third parties with (the same degree of care accorded its own confidential and proprietary information, and (b“Receiving Party”) refrain from using may not disclose such Confidential Information, in whole or in part, to any third party, nor may the Receiving Party use directly or indirectly such Confidential Information, in whole or in part, except in to the negotiation and extent required by the performance of this Agreement. 6.3 Confidential Information does not include any information which (a) is already known by the Agreement. Notwithstanding Receiving Party as indicated by written evidence; (b) has entered into public domain through no fault of the above, a Receiving Party or become known by the general public for any other reasons; or (c) is hereafter lawfully obtained by the Receiving Party through other channels. 6.4 The Receiving Party may provide such disclose Confidential Information to its officers, directors, members, managers, employees, agentsagents or professional personnel engaged by the Receiving Party, contractors and consultantsprovided, and Affiliateshowever, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees individuals shall also be bound by a written agreement restricting use and disclosure this Agreement, keep the secrecy of the Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of and use the Confidential Information shall be informed by solely for the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms purpose of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15performance hereunder.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under its performance of this Agreement, or if in the Agreement or course of negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors attorneys, accountants and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case case, whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses its Representatives. All Confidential Information. The terms Information shall remain the property of the Agreement (but not its execution or existence) disclosing Party and shall be considered Confidential Information returned to the disclosing Party or destroyed after the receiving Party’s need for purposes it has expired or upon the request of this Article, except as set forth in Section 15the disclosing Party.

Confidentiality Obligation. If either The Receiving Party provides shall treat as -------------------------- confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15the case of Buyer, the term "employees or contractors of a Receiving Party" shall include employees and contractors of Buyer and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserHost’s business (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the Agreement this Agreement, a Party learns Confidential Information regarding the facilities or plans of the otherother Party, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultantsconsultants (collectively, “Representatives”), and Affiliates, lendersLenders, and potential assignees of the this Agreement or acquirers purchasers of the property of Provider or its Affiliates (provided and on condition that such potential assignees or purchasers be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessarynecessary to the negotiation and performance of this Agreement. Each such recipient of Confidential Information shall be informed in writing by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms All Confidential Information shall remain the property of the Agreement (but not its execution or existence) disclosing Party and shall be considered Confidential Information returned to the disclosing Party or destroyed after the receiving Party’s need for purposes it has expired upon the request of this Article, except as set forth in Section 15the disclosing Party.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable ease and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15the case of Buyer, the term "employees or contractors of a Receiving Party" shall include employees and contractors of Buyer and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and contractors, consultants, and Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the this Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under its performance of this Agreement, or if in the Agreement or course of negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld, provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors attorneys, accountants and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses its Representatives. All Confidential Information. The terms Information shall remain the property of the Agreement (but not its execution or existence) disclosing Party and shall be considered Confidential Information returned to the disclosing Party or destroyed after the receiving Party’s need for purposes it has expired or upon the request of this Article, except as set forth in Section 15the disclosing Party.

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, including business plansthe other Transaction Documents and any related documentation, strategiesand (b) other information of a non-public nature received from any other Party or its Representatives, financial informationor prepared by such Party or its Representatives, proprietaryexclusively in connection herewith or therewith (collectively, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if unless in the course case of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect above, Overland shall agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information from or permit the disclosure of Confidential Information (A) to third parties the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction, rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission); provided that such Party shall, where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the same degree other Parties regarding such disclosure, and at the request of care any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its own confidential Representatives, (C) in the case of Overland, to its auditors, counsel, directors, officers, employees, fund manager, shareholders and proprietary informationpartners, and (bD) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officerscurrent or bona fide prospective investors, directorsshareholders, members, managers, employees, agents, contractors investment bankers and consultants, and Affiliates, lenders, and potential assignees of the Agreement any Person otherwise providing substantial debt or acquirers of Provider or its Affiliates (provided and on condition that equity financing to such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Party, in each case whose access is reasonably necessary. Each of (B) through (D) above, strictly on a need-to-know basis and only where such recipient of Party advises each Person to whom any Confidential Information shall be informed by is so disclosed as to the Party disclosing Confidential Information of its confidential nature thereof and shall be directed such Person is subject to treat such information confidentially and shall agree appropriate nondisclosure obligations substantially similar to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as those set forth in this Section 156.2. For the avoidance of doubt, “Confidential Information” does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party in violation of this Section 6.2, (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party, or (iv) was independently developed by the Representatives of the receiving Party who had no access to any Confidential Information.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15the case of 3Com, the term "employees or contractors of a Receiving Party" shall include employees and contractors of 3Com and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If To the extent permitted by applicable Law, if either Party provides (the “receiving Party”) receives from or otherwise obtains confidential informationor proprietary information of the other Party (the “disclosing Party”), including business plansincluding, strategieswithout limitation, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaserdisclosing Party’s business (or technical plans, pricing, trade secrets, customer information and other proprietary information, and the disclosing Party labels such information as “Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, Confidential,” then the receiving Party shall (a) protect the Confidential Information disclosing Party’s confidential information from disclosure to third parties with the same degree of care accorded it accords to its own confidential and proprietary information, but not less than reasonable care, and (b) refrain from using such Confidential Information, confidential information except in the negotiation and performance of the negotiating or performing under this Agreement. Notwithstanding the aboveforegoing, a the receiving Party may provide such Confidential Information the disclosing Party’s confidential information to its officers, directors, members, managers, employees, agentscontractors, contractors and consultants, and Affiliates, lenders, financial institutions and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided existing investors and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectivelycustomers, “Representatives”)who, in each case whose case, (i) reasonably needs access is reasonably necessary. Each to such recipient confidential information in connection with this Agreement, (ii) has been informed of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature of the information being disclosed, and shall be directed (iii) is bound by written confidentiality obligations substantially similar to treat such information confidentially and shall agree to abide by these provisionsthe terms of this Article. In any event, each the receiving Party shall be responsible and liable (with respect to the other Party) disclosing Party for any breach disclosure or use of this provision the disclosing Party’s confidential information by any entity Person to whom that the receiving Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.disclosed such information,

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, including business plansthe other Transaction Documents and any related documentation, strategiesand (b) other information of a non-public nature received from any other Party or its Representatives, financial informationor prepared by such Party or its Representatives, proprietaryexclusively in connection herewith or therewith (collectively, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if unless in the course case of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect above, the Investors shall mutually agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information from or permit the disclosure of Confidential Information (A) to third parties the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction); provided that such Party shall, where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the same degree other Parties regarding such disclosure, and at the request of care any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its own confidential Representatives, (C) in the case of an Investor, to its auditors, counsel, directors, officers, employees, fund manager, shareholders and proprietary informationpartners, and (bD) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officerscurrent or bona fide prospective investors, directors, members, managers, employees, agents, contractors investment bankers and consultants, and Affiliates, lenders, and potential assignees of the Agreement any Person otherwise providing substantial debt or acquirers of Provider or its Affiliates (provided and on condition that equity financing to such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Party, in each case whose access is reasonably necessary. Each of (B) through (D) above, strictly on a need-to-know basis and only where such recipient of Party advises each Person to whom any Confidential Information shall be informed by is so disclosed as to the Party disclosing Confidential Information of its confidential nature thereof and shall be directed such Person is subject to treat such information confidentially and shall agree appropriate nondisclosure obligations substantially similar to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as those set forth in this Section 156.5. Notwithstanding the foregoing, ADCT shall be permitted to disclose such information as required by the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission (as determined by ADCT) without being subject to the obligations in the proviso in sub-paragraph (A) above. For the avoidance of doubt, “Confidential Information” does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party in violation of this Section 6.5, (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party, or (iv) was independently developed by the Representatives of the receiving Party who had no access to any Confidential Information.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and contractors, consultants, and Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the Agreement or third-party acquirers of Provider ForeFront Power or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.

Confidentiality Obligation. If either Subject to Section 19.2, during the term of this Agreement and for [*] thereafter (and, in the case of information that constitutes a trade secret, continuing after the end of such [*] period for so long as such information remains a trade secret under Applicable Law), each Party provides shall not use for any purpose other than the purposes expressly permitted or contemplated under this Agreement, and shall not disclose to any Third Party, the confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical proprietary information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business other Party (“Confidential Information”), except that either Party may disclose Confidential Information on a need-to-know basis to its Affiliates and its and their respective directors, officers, employees, consultants, advisors, subcontractors or agents who are subject to obligations of confidentiality and non-use that are (i) to no less restrictive than those set forth herein, or (ii) approved by the other or, if Party in the course advance of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans such disclosure. Upon written request of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the aboveother Party, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect will promptly return to the other Party) for any breach , or destroy, all documents, notes and other tangible materials representing the Confidential Information of this provision by any entity to whom such other Party and all copies thereof; provided, however, that such other Party improperly discloses Confidential Information. The terms may retain a single archival copy of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes the sole purpose of facilitating compliance with the surviving provisions of this ArticleAgreement. Notwithstanding anything to the contrary herein, except each Party may retain such copies of the Confidential Information as are required to be retained under Applicable Law. Except as expressly set forth in Section 15this Agreement, neither Party will make any press release or other public disclosure regarding this Agreement or the transactions contemplated hereby without the other Party’s express prior written consent. Company shall not use Supplier’s name in a manner that could be construed as an endorsement of Company’s Product, including any scientific conclusion as to safety or efficacy.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business business, including information and data involving students, (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and contractors, consultants, and Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the this Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, including business plansthe other Transaction Documents and any related documentation, strategiesand (b) other information of a non-public nature received from any other Party or its Representatives, financial informationor prepared by such Party or its Representatives, proprietaryexclusively in connection herewith or therewith (collectively, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if unless in the course case of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect above, the Purchasers shall mutually agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information from or permit the disclosure of Confidential Information (A) to third parties the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction); provided that such Party shall, where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the same degree other Parties regarding such disclosure, and at the request of care any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its own confidential Representatives, (C) in the case of a Purchaser, to its auditors, counsel, directors, officers, employees, fund manager, shareholders and proprietary informationpartners, and (bD) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officerscurrent or bona fide prospective Purchasers, directors, members, managers, employees, agents, contractors investment bankers and consultants, and Affiliates, lenders, and potential assignees of the Agreement any Person otherwise providing substantial debt or acquirers of Provider or its Affiliates (provided and on condition that equity financing to such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Party, in each case whose access is reasonably necessary. Each of (B) through (D) above, strictly on a need-to-know basis and only where such recipient of Party advises each Person to whom any Confidential Information shall be informed by is so disclosed as to the Party disclosing Confidential Information of its confidential nature thereof and shall be directed such Person is subject to treat such information confidentially and shall agree appropriate nondisclosure obligations substantially similar to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as those set forth in this Section 156.3. Notwithstanding the foregoing, ALLO shall be permitted to disclose such information as required by the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission (as determined by ALLO) without being subject to the obligations in the proviso in sub-paragraph (A) above. For the avoidance of doubt, “Confidential Information” does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party in violation of this Section 6.3, (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party, or (iv) was independently developed by the Representatives of the receiving Party who had no access to any Confidential Information.

Confidentiality Obligation. If either Party provides confidential informationinformation and such designation has been expressly communicated to the other Party (it being understood that the terms and conditions of this Agreement shall be deemed to have been designated confidential without further communication), including business plans, strategies, financial information, proprietarypro- prietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserTown of Bedford’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider Lodestar or its Affiliates (provided and on condition that such potential assignees or acquirers be bound by a written agreement restricting use and disclosure of Confidential InformationInfor- mation) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existenceexist- ence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 1513.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Notwithstanding the foregoing, any infor- mation designated as confidential shall no longer be considered confidential five (5) years after it has been communicated to the other Party unless the Party disclosing such information to the other renews in writing its assertion of confidentiality and specifies the information considered to be confidential.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the th is Agreement or negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the th is Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and contractors, consultants, and Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the this Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the th is Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set s et forth in Section 15.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding It is contemplated that in the financing, design, operation and maintenance course of the System or performance of Purchaser’s business this Agreement each Party may, from time to time, disclose proprietary and confidential information to the other (“Confidential Information”) ). Except to the other or, if in the course of performing under the extent expressly authorized by this Agreement or negotiating otherwise agreed to in writing, during the Agreement Term and for a Party learns Confidential Information regarding period of five (5) years following the facilities expiration or plans termination of the otherthis Agreement, the receiving Party shall (a) protect disclose the other Party’s Confidential Information from disclosure only to third parties with the same degree of care accorded its own confidential and proprietary information, and (bor its Affiliates’) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, consultants, Third Party service providers, attorneys, accountants, agents, contractors and consultants, and Affiliatesbankers, lenders, prospective lenders and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided prospective equity investors, and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such recipient of Confidential Information as to seek or maintain financing or credit), and such disclosure shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect limited to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Informationmaximum extent possible consistent with such responsibilities and rights. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except Except as set forth in the foregoing sentence, neither Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Section 1513 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse pursuant to the applicable rules of the profession). The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate) shall be responsible and liable for any disclosure or use by such Third Party or Affiliate (or its disclosees) which would have violated this Agreement if committed by the Party itself. Neither Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit) or and, after the Term, by Qualigen only to the extent required to continue to offer and provide goods and services to former Sekisui customers of Products. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, promptly shall return or destroy all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies, reflections, analyses and extracts of documents, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement. The non-use and non-disclosure obligations set forth in this Section 13 shall not apply to any Confidential Information, or portion thereof, that the receiving Party can demonstrate: (a) is at the time of disclosure in the public domain; (b) after disclosure, becomes part of the public domain, by publication or otherwise, through no fault of and or without violation of any duty of confidentiality of the receiving Party or its disclosees; (c) at the time of disclosure is already in the receiving Party’s possession with no duty of confidentiality, and such prior possession can be demonstrated by the receiving Party by written proof (provided that this subsection shall not apply to Confidential Information exchanged between the Parties before the execution of this Agreement that was subject to a confidentiality obligation at the time of such disclosure); (d) is rightfully received by the receiving Party on a non-confidential basis from an independent Third Party without obligation of confidentiality; provided, however, that to the receiving Party’s best knowledge, such information was not obtained by said Third Party, directly or indirectly, from the disclosing Party; or (e) is independently developed by or expressly for the receiving Party, in either case solely by personnel without any access to or use of the disclosing Party’s Confidential Information, as shown by receiving Party’s contemporaneous written records. In the event either Party must disclose the other Party’s Confidential Information in order to comply with applicable governmental regulations or as otherwise required by law or judicial process, such Party shall give reasonable advance notice to the other Party of such proposed disclosure in order that the non-disclosing Party may intercede and oppose such process, and shall use its best efforts to secure a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. The Parties acknowledge that the defined term “Confidential Information” shall include not only a disclosing Party’s own Confidential Information but also Confidential Information of an Affiliate or of a Third Party which is in the possession of a disclosing Party. However, both Parties agree not to disclose to the other Party any Confidential Information of a Third Party which is in the possession of such Party, unless the other Party has given an express prior written consent (which specifies the owner of such Confidential Information) to receive such particular Confidential Information. Notwithstanding anything to the contrary in this Agreement or any other agreement between Sekisui and Qualigen, nothing in this Agreement or any other agreement between the Parties prohibits, or is intended in any manner to prohibit, either Sekisui or Qualigen from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Sekisui and Qualigen do not need the prior authorization of anyone at the other Party or the other Party’s legal counsel to make any such reports or disclosures and they are not required to notify the other Party that it has made such reports or disclosures.

Confidentiality Obligation. If Except as required by law, including requests to Host under the Connecticut Freedom of Information Act (subject to reasonable efforts to provide prior written notice to Provider and opportunity for Provider to redact Confidential Information where permitted by Applicable Law), if either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserHost’s business (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the Agreement this Agreement, a Party learns Confidential Information regarding the facilities or plans of the otherother Party, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultantsconsultants (collectively, “Representatives”), and Affiliates, lendersLenders, and potential assignees of the this Agreement or acquirers purchasers of the property of Provider or its Affiliates (provided and on condition that such potential assignees or purchasers be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessarynecessary to the negotiation and performance of this Agreement. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each All Confidential Information shall remain the property of the disclosing Party and shall be liable (with respect returned to the other disclosing Party or destroyed after the receiving Party) ’s need for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms it has expired upon the request of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15disclosing Party.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (ashall, to the extent permitted under the Maryland Public Information Act, as set forth in the State Government Article of the Annotated Code of Maryland,(a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.Section

Confidentiality Obligation. If The Off-Taker shall act in accordance with the provisions of M.G.L. Chapter 4, Section 7, and M.G.L. Chapter 66, Section 10, and other applicable statutes, if any, relative to any requests for public information concerning sections 3.5 and 4.1 through 4.4 as well as Schedule 1 of this Agreement received from a third party. Consistent with the foregoing, if either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding and such designation has been expressly communicated to the financing, design, operation other Party (it being understood that the terms and maintenance conditions of the System or of Purchaser’s business this Agreement shall be deemed to have been designated confidential in writing without further communication) (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. For the avoidance of doubt, any list of Participating Low-Income Customers or any account information related to the Participating Low-Income Customers including, without limitation, account number, historic usage data, metering, and billing and payment information shall be considered Confidential Information. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 1513.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect Each Member and the Company agree to carefully restrict access to the Confidential Information from disclosure to its Representatives. All such Representatives shall (i) be informed by the Receiving Party of the confidential nature of the Confidential Information, (ii) agree to keep the Confidential Information strictly confidential and (iii) be advised of the terms of this Section 11 and agree to be bound to their employer-Member or employer-Company by terms of this Section 11. Each Member agrees to be responsible for any breaches of any of the provisions of this Section 11 by any of its Representatives (it being understood that such responsibility shall be in lieu of any right or remedy the Disclosing Party may have against any Representative with respect to such breach). (b) The Members hereby agree that the Confidential Information will be used and disclosed to third parties solely in connection with the business of the Company, as provided in Section 1.3. The Receiving Party shall hold and maintain the Confidential Information in confidence, with the same degree of care accorded as it treats its own own, comparable confidential and proprietary information, and shall not disclose to any person, which shall include, without limitation, any corporation, organization, group, partnership, entity or individual, any Confidential Information, without the written consent of the Disclosing Party. The Members and Company agree that all Confidential Information shall remain the property of the Disclosing Party. (bc) refrain from using No Member or Company shall, without the prior written consent of the Disclosing Party, duplicate, copy, publish, use or otherwise disclose to others or, to the extent practicable, permit the use by others of any of the Confidential Information received by it. (d) Notwithstanding the foregoing, in the event any Member or Company, or any Representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, such Member or Company, as the case may be, agree to (i) immediately notify the Disclosing Party of the existence, terms and circumstances surrounding such request, (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Disclosing Party waives compliance with the provisions hereof, (A) the Receiving Party or its Representatives, as the case may be, may disclose to any tribunal only that portion of the Confidential Information which the Receiving Party or its Representatives are advised by counsel is legally required to be disclosed, and the Receiving Party or its Representatives shall exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, except and (B) the Receiving Party or its Representatives shall not be liable for such disclosure, unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Receiving Party or its Representatives not permitted by this Section 11. (e) OP and EP, on behalf of themselves and their respective Representatives, acknowledge that U.S. securities laws, rules and regulations prohibit any person who is in the negotiation possession of material, non-public information concerning a public company from purchasing or selling any of its securities, and performance from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition, OP and EP acknowledge and agree that some of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to IPSI or the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall Company may be considered Confidential Information “material non-public information” of or regarding IPSI (which is a publicly reporting and listed company in the United States) for purposes of this Articlethe U.S. federal securities laws. Therefore, except as set forth each of OP and EP (on behalf of themselves and their respective Representatives), severally and not jointly, agree that they will abide by all securities laws relating to the handling of and acting upon material non-public information of or regarding IPSI (including all laws, rules and regulations relating to disclosing and trading securities while in Section 15possession of material non-public information).

Confidentiality Obligation. If either Party party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the this Agreement a Party party learns Confidential Information confidential information regarding the facilities or plans of the other, the receiving Party party shall (a) protect the Confidential Information confidential information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, but in any case with at least reasonable care and (b) refrain from using such Confidential Information, confidential information except in the negotiation and performance of the negotiating or performing under this Agreement. Notwithstanding the above, a Party party may provide such Confidential Information confidential information to its directors, officers, directors, members, managers, employees, agents, contractors and consultantsconsultants ("Representatives"), and Affiliates, lendersfinancial institutions, and underlying facility owners, potential assignees of the this Agreement or acquirers of Provider or its Affiliates (provided and on condition that such which potential assignees be are bound by under a written separate agreement with the disclosing party restricting the use of confidential information), and disclosure Representatives of Confidential Information) (collectively, “Representatives”)Affiliates, in each case whose access is reasonably necessary. Each such recipient of Confidential Information confidential information shall be informed by the Party party disclosing Confidential Information confidential information of its confidential nature nature, and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party party shall be liable (with respect to the other Partyparty) for any breach of this provision by any entity to whom that Party improperly party discloses Confidential Informationconfidential information. The terms of the this Agreement (but not its execution or existence) shall be considered Confidential Information confidential information for purposes of this Article, except as set forth in Section 1519.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 1515.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.