Common use of Confidentiality of Company Confidential Information Clause in Contracts

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Company Confidential Information as might be necessary: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this Agreement. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material Company Confidential Information which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. Except as otherwise provided hereunder, THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE The REINSURER shall instruct all Employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Company Confidential Information as might be necessary: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this Agreement. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) and permitted subcontractors (for the purposes of the Agreement, a retrocessionaire shall be referred to as a subcontractor) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting subcontracting, other than the normal course, and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees and subcontractors who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such subcontractors’ and Employees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly Y-MPVUL-2005-GEN-M-PLAZ notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Company Confidential Information as might be necessary: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this Agreement. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this AgreementInformation in order to provide services to THE REINSURER. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s ’S business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s ’S prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s ’S insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If Y-UL/VULII-2005-RGA-PICA-2 THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this AgreementInformation in order to provide services to THE REINSURER. In the event that Company Confidential Information in THE REINSURER’s ’S possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees Parties agree to regard and preserve as confidential all information and material which is related to THE COMPANYother Party’s (the “Disclosing Party”) business that may be obtained by THE REINSURER the receiving Party (the “Recipient”) from any source as a result of this Agreement. THE REINSURER The Recipient will not, without first obtaining THE COMPANYthe Disclosing Party’s prior written consent consent, disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to reinsurance terms or any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY either party as well as third party confidential information to which THE COMPANY the other party has access. THE REINSURER The Parties will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER the Recipient or is or becomes publicly known through no wrongful act of THE REINSURERthe Recipient; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURERthe Recipient; or is approved for release by written authorization of THE COMPANYthe Disclosing Party; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER Y-UL/VULII-2005-OPT-PICA-3 The Recipient shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER The Recipient shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER the Recipient shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If THE REINSURER the Recipient is required by law to disclose Company Confidential Information, THE REINSURER the Recipient shall promptly notify THE COMPANY the Disclosing Party in writing in advance of such disclosure, and provide THE COMPANY the Disclosing Party with copies of any related information so that THE COMPANY the Disclosing Party may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Recipient may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this Agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over the Recipient. The Recipient shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section, as it is reasonably determined by THE REINSURER after reasonable diligence, in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive Information in order to provide services to the termination of the parties’ obligations under this AgreementRecipient. In the event that Company Confidential Information in THE REINSURERthe Recipient’s possession is disclosed to an unauthorized third party, THE REINSURER the Recipient shall immediately advise THE COMPANY the Disclosing Party and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this AgreementInformation in order to provide services to THE REINSURER. YRT-VUL 2008-2008-SGL(TX)-PICA In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees Parties agree to regard and preserve as confidential all information and material which is related to THE COMPANYother Party’s (the “Disclosing Party”) business that may be obtained by THE REINSURER the receiving Party (the “Recipient”) from any source as a result of this Agreement. THE REINSURER The Recipient will not, without first obtaining THE COMPANYthe Disclosing Party’s prior written consent consent, disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to reinsurance terms or any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY either party as well as third party confidential information to which THE COMPANY the other party has access. THE REINSURER The Parties will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER the Recipient or is or becomes publicly known through no wrongful act of THE REINSURERthe Recipient; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURERthe Recipient; or is approved for release by written authorization of THE COMPANYthe Disclosing Party; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER The Recipient shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER The Recipient shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER the Recipient shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If THE REINSURER the Recipient is required by law to disclose Company Confidential Information, THE REINSURER the Recipient shall promptly notify THE COMPANY the Disclosing Party in writing in advance of such disclosure, and provide THE COMPANY the Disclosing Party with copies of any related information so that THE COMPANY the Disclosing Party may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Recipient may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this Agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over the Recipient. The Recipient shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section, as it is reasonably determined by THE REINSURER after reasonable diligence, in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive Information in order to provide services to the termination of the parties’ obligations under this AgreementRecipient. In the event that Company Confidential Information in THE REINSURERthe Recipient’s possession is disclosed to an unauthorized third party, THE REINSURER the Recipient shall immediately advise THE COMPANY the Disclosing Party and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Company Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality studies or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. Consistent with the foregoing, THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance Y-UL/VULII-2000-MARC-PLNJ-11 with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to substantially similar standards as the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination Information in order to provide services to THE REINSURER; or (5) to affiliates of the parties’ obligations under this Agreement. THE REINSURER for purposes of risk review and analysis.. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this AgreementInformation in order to provide services to THE REINSURER. YRT-VUL 2008-2008-SGL(US)-PICA In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) and permitted subcontractors (for the purposes of the Agreement, a retrocessionaire shall be referred to as a subcontractor) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting subcontracting, other than the normal course, and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees and subcontractors who access Company Confidential Information as to their obligations under Y-MPVUL-2005-GEN-P-PLAZ this Agreement, and THE REINSURER shall be responsible for all such subcontractors’ and Employees’ compliance with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing Company Confidential Information as might be necessary: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this Agreement. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance with the terms of this Agreement. If Y-UL/VULII-2005-Gen Re-PICA-4 THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; or (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination of the parties’ obligations under this AgreementInformation in order to provide services to THE REINSURER. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.

Confidentiality of Company Confidential Information. THE REINSURER agrees to regard and preserve as confidential all information and material which is related to THE COMPANY’s business that may be obtained by THE REINSURER from any source as a result of this Agreement. THE REINSURER will not, without first obtaining THE COMPANY’s prior written consent disclose to any person, firm or enterprise, or use for its own benefit or for the benefit of any third party any Company Confidential Information. “Company Confidential Information” includes, but is not limited to any and all financial data, statistics, programs, research, developments, information relating to THE COMPANY’s insurance and financial products, planned or existing computer systems architecture and software, data, and information of THE COMPANY as well as third party confidential information to which THE COMPANY has access. THE REINSURER will keep and maintain all Company Confidential Information in confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure and will use and disclose Company Confidential Information solely: i) for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement; ii) to fulfill its obligation under the Agreement; or (iii) in order to aggregate data with other companies’ data for the purpose of creating mortality studies or lapse models, provided the data is not personally identifiable as belonging to a party or an insured. Company Confidential Information does not include Personal Information as defined and discussed below. Notwithstanding the foregoing, the provisions of this ‘Confidentiality of Company Confidential Information’ section shall not apply with respect to disclosing of the Product, the Specifications specifications and/or Company Confidential Information which is already known to THE REINSURER or is or becomes publicly known through no wrongful act of THE REINSURER; or is received from a third party without similar restriction and without breach of this Agreement; or is independently developed by THE REINSURER; or is approved for release by written authorization of THE COMPANY; or is placed in or becomes part of the public domain pursuant to or by reason of operation of law. Consistent with the foregoing, THE REINSURER shall be permitted to disclose Company Confidential Information only to its employees and permitted subcontractors (individually an “Employee” and collectively, “Employees”) having a need to know such information in connection with the performance under this Agreement, provided that any subcontracting and disclosure of Company Confidential Information to a subcontractor shall be subject to THE COMPANY’s prior written consent. THE REINSURER shall instruct all Employees employees who access Company Confidential Information as to their obligations under this Agreement, and THE REINSURER shall be responsible for all such Employeesemployees’ compliance Y-UL/VULII-2000-MARC-PLAZ-11 with the terms of this Agreement. If THE REINSURER is required by law to disclose Company Confidential Information, THE REINSURER shall promptly notify THE COMPANY in writing in advance of such disclosure, and provide THE COMPANY with copies of any related information so that THE COMPANY may take appropriate action to protect the Company Confidential Information. Notwithstanding the foregoing, it is understood and agreed that the Parties will not be prohibited from disclosing THE REINSURER may disclose Company Confidential Information as might required by an arbitration panel deciding a dispute arising under this agreement or in accordance with applicable law, court order, or as required by any regulatory authority having jurisdiction over THE REINSURER. THE REINSURER shall be necessarypermitted to disclose Company Confidential Information if the proposed recipient of Company Confidential Information has agreed in writing to protect the Company Confidential Information to substantially similar standards as the standards of this section in the following circumstances: (1) for purposes of retrocession of the reinsured business; (2) during the course of external audits; (3) as required or permitted by an arbitration panel deciding a dispute arising under this agreement; (4) in accordance with applicable law, court order, or by any legitimate regulatory authority; or (5) to consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this Agreement. The provisions of this ‘Confidentiality of ; (4) to subcontractors that require Company Confidential Information’ section regarding shall survive the termination Information in order to provide services to THE REINSURER; or (5) to affiliates of the parties’ obligations under this Agreement. THE REINSURER for purposes of risk review and analysis.. In the event that Company Confidential Information in THE REINSURER’s possession is disclosed to an unauthorized third party, THE REINSURER shall immediately advise THE COMPANY and take steps to prevent further disclosure.