Common use of Confidentiality of Company Information Clause in Contracts

Confidentiality of Company Information. This Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or

Confidentiality of Company Information. This Agreement and all financial financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Affected Parties”). Each Member acknowledges and agrees that the Affected Affected Parties derive independent economic value from the Confidential Confidential Information not being generally known and that the Confidential Confidential Information is the subject of reasonable efforts efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Confidential Information in confidenceconfidence, and not to disclose any Confidential Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Confidential Information to such Member may result in the general public gaining access to such Confidential Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e the foregoing, each Member may disclose Confidential Confidential Information: (a) to its officersofficers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or

Confidentiality of Company Information. This Agreement (a) From and after the Closing, (i) the Seller will treat confidentially and hold as such all financial statementsof the Confidential Information, tax reports, valuations, reports, reviews, analyses or other materials, refrain from using any of the Confidential Information except in connection with the Transaction Documents and all other documents the transactions contemplated thereby and information concerning (ii) promptly following the affairs request of the Company and its investments, including, without limitation, information about or the Portfolio Companies (collectivelyPurchaser, the “Confidential Information”)Seller shall either deliver to the Company or, that any Member may receive or that may be disclosedat the election of the Seller, distributed or disseminated destroy all tangible embodiments (whether in writing, orally, electronically or by other meansand all copies) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that are in its possession; provided, that such destruction shall be confirmed in writing to the Company by an officer or manager of the Seller. (b) Notwithstanding anything in Section 3.7(a) to the contrary, in the event that at any time after the Closing the Seller is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, the Seller will notify the Purchaser promptly of the request or requirement so that the Confidential Information is Purchaser may (at its own expense) seek an appropriate protective order or waive compliance with the subject provisions of reasonable efforts to maintain its secrecythis Section 3.7. E If, in the absence of a c h Member further acknowledges and agrees that protective order or the Confidential Information is receipt of a trade secretwaiver hereunder, the disclosure Seller is, on the advice of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidencecounsel, and not compelled to disclose any Confidential Information to any third party without tribunal or else stand liable for contempt, the prior written consent Seller may disclose the Confidential Information to the tribunal; provided, however, that the Seller shall use its commercially reasonable efforts to obtain, at the request and expense of the Manager. Each Member also agrees Purchaser, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Purchaser shall designate. (c) For purposes of this Agreement, “Confidential Information” means any document constituting or containinginformation concerning the businesses and affairs of the Company and its Subsidiaries that is not already generally available to the public, or any other embodiment ofincluding without limitation the Seller Information; provided, any Confidential Information shall be returned not include (i) any information that is generally available to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement public immediately prior to the contrary, the Manager may withhold time of disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of unless such Confidential Information is so available due to such Member may result the actions or omissions of the Seller or its Representatives (as defined below) in violation of this Section 3.7, (ii) information that is or becomes available to the general public gaining access to such Confidential Information Seller or that such disclosure is not in the best interests of its Representatives on a nonconfidential basis from a source other than the Company or the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose Confidential Information: Purchaser (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but provided that such source is not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound known by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination)Seller, after reasonable prior written notice inquiry, to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation to, the Manager Company or the Purchaser that prohibits such disclosure) or (except where such notice iii) has been or is expressly prohibited independently developed by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result Seller or its Representatives without the use of the breach of this paragraph by Member or such party; orConfidential Information.

Confidentiality of Company Information. This T h i s Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the t h e Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by b y other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”)” ) . Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Each Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e the foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; oror (d) to the extent that the information provided by the Company is otherwise publicly available in the absence of any improper or unlawful action on the part of such Member.

Confidentiality of Company Information. This Xxxx agrees at all times during the term this Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees thereafter to hold all Confidential Information in strictest confidence, and not to disclose any Confidential Information use, except for the benefit of the Company, or to disclose, make known, divulge or communicate, directly or indirectly, to any third party person, firm, corporation or other entity without the prior written consent authorization of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment ofCompany, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or any Confidential Information of third parties provided to Xxxx by the Portfolio CompaniesCompany. Notwithstanding t h e foregoingXxxx understands that all Confidential Information is the sole and exclusive property of the Company or of third parties whose rights the Company wishes to protect. Xxxx will be vigilant in protecting all Confidential Information from disclosure to unauthorized persons and will comply with all rules and instructions of the Company concerning the physical, each Member may disclose intellectual, and electronic security of the Company’s premises, property and records. Xxxx understands that “Confidential Information: (a) to its officers” means, directorswithout limitation, trusteesany Company proprietary information, equity ownersintellectual property, whollypatents, trademarks, copyrights, technical data, trade secrets or know-owned subsidiarieshow, employeesincluding, and outside experts (including but not limited to, research, methods, business plans, products, services, price lists, customer lists, customer information and customers (including, but not limited to, customers of the Company on whom Xxxx called or with whom Xxxx became acquainted during the term of this Agreement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, third party information or products, or other business information disclosed to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound Xxxx by the same duties Company either directly or indirectly, whether orally, in writing, or by drawings or observation of parts or equipment. Xxxx understands that the Board of Directors of the Company may from time to time reasonably designate as Confidential Information other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement. Xxxx further understands that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of his or of others who were under confidentiality obligations as to the Company as such Member, and so long as such Member shall remain liable for any breach item or items involved. The provisions of this paragraph by such persons; (b) to Section shall survive the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach termination of this paragraph by Member or such party; orAgreement.

Confidentiality of Company Information. This Agreement Agreement, the terms and conditions of the transactions contemplated hereby and all financial statements, tax reports, portfolio valuations, reportsreviews or analyses of US-DOCS\101960009.22 potential or actual investments, reviews, analyses or reports and all other materials, and all other documents and information concerning the affairs affairs, financial condition, business research and development and prospects of the Company Subject Companies and its their investments, including, without limitation, including information about the Portfolio Companies Entities in which any Subject Company has invested or the Persons investing in any Subject Company (collectively, the “Confidential Information”), ) that any Member may receive pursuant to or that may be disclosedin accordance with this Agreement, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the CompanySubject Companies, constitute proprietary and confidential information about the CompanySubject Companies, the Manager, the Service Company Members and their respective Affiliates, and the Portfolio Companies Affiliates (the “Affected Parties”); provided, however, that the term “Confidential Information” does not include information which is or becomes publicly available (other than as a result of a breach of this provision by a Member). Each Member acknowledges and agrees The Members acknowledge that the Affected Parties derive independent economic value from the Confidential Information not being generally known to the public and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member The Members further acknowledges and agrees acknowledge that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to (i) hold all Confidential Information in confidence, and not to disclose to any Person without the consent of the Company, any Confidential Information, and to use the same degree of care as such Member uses to protect its own confidential information in carrying out the foregoing confidentiality obligation and (ii) not use any Confidential Information for any purpose not related or incidental to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Managersuch Member’s requestrights and obligations under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose such Confidential Information: Information (aw) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, employees and outside experts advisors (including but not limited to its attorneys and accountants) on a “need to know” basis, know basis so long as such persons Persons are bound by advised of the same duties confidentiality provisions of confidentiality to the Company as such Member, this paragraph 13.12 and so long as such Member shall remain liable for any breach of this paragraph 13.12 by such persons; Persons, (bx) to any actual or potential investors, debt and equity financing sources, partners, participants and assignees and bona fide potential purchasers of such Member’s interest in the Company where such Confidential Information is the subject of and protected by a binding confidentiality agreement or obligations of confidentiality, (y) to the extent that the information can be established by such Member to have been rightfully received by such Member from a third party without confidential limitations or to have been rightfully in such Member’s possession prior to the Company’s conveyance of such information is required to be disclosed by applicable law in connection with any governmental, administrative, such Member or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (cz) to the extent that such the information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of provided by the breach of this paragraph by Member or such party; orCompany is otherwise generally available in the public domain.

Confidentiality of Company Information. This Agreement Sweexxx xxxognizes and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, acknowledges that he has been and all other documents and will be privy to confidential information concerning the affairs of the Company and its investmentsCompany's business, including, including without limitation, financial data, personnel data, computer programs, supplier lists, technology, processes, methods, techniques, developments, inventions, improvements, apparatus, products, policies, customer lists, research data, plans, know-how, and trade secrets, as well as information about the Portfolio Companies (collectivelyrelating to sales, the “Confidential Information”)costs, that any Member may receive or that may be disclosedprofits, distributed or disseminated (whether in writingorganization, orallycustomers, electronically or by pricing and pricing methods and other means) to any Member or its representatives or otherwise as a result general business operations, which are valuable, special and unique assets of its ownership of an interest in the Company, constitute proprietary access to and confidential information about knowledge of which have been essential to the Company, performance of Sweexxx'x xxxies at the Manager, Company (hereinafter collectively the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”"Confidential Information"). Each Member acknowledges and agrees Sweexxx xxxees that he will not, during the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject term of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secrethis employment or consulting relationship or thereafter at any time, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any of this Confidential Information to any third party without person, firm, corporation, association or other entity, excepting the prior written consent authorized employees and agents of the Manager. Each Member also agrees that any document constituting or containingCompany, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure nor make use of such Confidential Information either during the term of his employment or consulting relationship or at any time thereafter, for any purpose other than incident to such Member may result in his duties with the general public gaining access to Company. Without limiting the generality of the foregoing, Sweexxx xxxressly agrees that such Confidential Information will not be used to compete directly or indirectly with the Company. Sweexxx xxxees that all materials developed or existing at the Company, all programs developed for customers or prospective customers, all files, letters, memoranda, reports, records, data, specifications, customer lists, proposals, contracts, computer programs or computer-generated data (whether hard copy or machine-readable form) and other documentation are the exclusive property of the Company. Sweexxx xxxees, during the term of his employment 4 -4- and consulting relationship with the Company, to keep and use such disclosure is not materials only in connection with the best interests performance of his duties with the Company. Sweexxx xxxees to return all such materials and any copies thereof and all other tangible property of the Company or immediately upon termination of his employment with the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrativeCompany, or regulatory proceeding or filing (including with respect to any inspection or examination)subsequent consulting project, after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result immediately upon termination of the breach of this paragraph by Member or such party; orspecific consulting project.

Confidentiality of Company Information. This Each Stockholder acknowledges that the information received by such Stockholder pursuant to this Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materialsmay be confidential, and all other documents and it will not use such confidential information concerning the affairs in violation of the Company Exchange Act or in a manner detrimental to the Company, or reproduce, disclose or disseminate such information to any other person (other than, with the exception of the Bowie Investor, the Bowie Director, the Inherent Investor and/or the Inherent Director, its employees or agents having a need to know the contents of such information, and its investments, including, without limitation, attorneys and who agree to keep such information about the Portfolio Companies (collectively, the “Confidential Information”confidential pursuant to this Subsection 3.3), that any Member may receive or that may be disclosed, distributed or disseminated (whether except in writing, orally, electronically or by other means) to any Member connection with the exercise of rights under this Agreement or its representatives or otherwise rights as a Stockholder, unless such confidential information (i) is on the date of disclosure publicly available, (ii) becomes after the date of disclosure publicly available other than as a result of its ownership a disclosure by such Stockholder where such disclosure constitutes a breach of an interest in this Agreement or any related nondisclosure agreement, (iii) is on the date of disclosure or becomes after the date of disclosure known by or available to such Stockholder on a nonconfidential basis from a source (other than the Company) which, constitute proprietary to the actual knowledge of such Stockholder, is not prohibited from disclosing such information to such Stockholder by a statutory, regulatory, contractual or fiduciary obligation or (iv) is after the date hereof developed by such Stockholder independent of any information furnished by or on behalf of or obtained from the Company. The Company acknowledges that representatives of Whole Foods Market, Inc. (the parent corporation of the Bowie Investor) and its Affiliates may obtain access to the confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm disclosed to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent Bowie Investor as part of the Manager. Each Member also agrees that any document constituting or containingregular financial and accounting processes and controls for the monitoring and reporting of investments made by Whole Foods Market, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s requestInc. and its subsidiaries. Notwithstanding any provision of this Agreement to the contrary, the Manager Bowie Investor acknowledges and agrees that the Company may withhold disclosure certain confidential information of any Confidential Information (other than this Agreement or tax reports) to any particular Member if its customers and vendors from the Manager reasonably determines that Bowie Investor and the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) Bowie Director to the extent that such withholding is reasonably deemed necessary by the Company to fulfill contractual and/or fiduciary obligations regarding the confidential and/or proprietary information is required to be disclosed by applicable law in connection with any governmental, administrative, of its customers or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; orvendors.

Confidentiality of Company Information. This Agreement Executive covenants and all financial statementsagrees that any confidential or proprietary information and any corporate policies, tax reports, valuations, reports, reviews, analyses or other materialsprocedures and documents acquired by Executive during her employment with the Company is the exclusive property of the Company, and all other documents and Executive acknowledges that she has no ownership interest or right of any kind to said property. Except as otherwise required by law, Executive agrees that she will not use or directly or indirectly, disclose or divulge to any unauthorized party for her own benefit or to the detriment of the Company, any such information concerning that she may have acquired during her employment with the affairs of Company, whether or not developed or compiled by the Company and its investmentswhether or not Executive was authorized to have access to such information. Executive covenants that she has returned all such information (as referenced in this section B) to the Company. Executive further covenants that she will not disclose any trade secrets, includingcustomer lists, without limitationvendor and contractor rates, designs, information about regarding product development, names of vendors and contractors, phone numbers or contact information of vendors and contractors, operating plans, strategic plans, marketing plans, sales plans, projected acquisitions or dispositions of properties, assets, or management agreements, management organization information (including data and other information relating to members of the Portfolio Companies (collectively, the “Confidential Information”Board and management), operating policies or manuals, business plans, purchasing agreements, financial records, or other financial, commercial, business or technical information relating to Company or any of the Affiliates or information designated as confidential or proprietary that Company or any Member of the Affiliates may receive belonging to suppliers, customers, or that others who do business with Company or any of the Affiliates. Notwithstanding the foregoing, this Release does not prohibit me from: (i) providing truthful testimony in response to compulsory legal process; (ii) participating in any government investigation; (iii) providing truthful statements in conjunction with any claim permitted to be brought by the employee; or (iv) providing information to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency. I am further notified that, under the Defend Trade Secrets Act (specifically, 18 U.S.C. § 1833), I may not be disclosed, distributed held criminally or disseminated (whether in writing, orally, electronically civilly liable under any federal or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a state trade secret, secret law for the disclosure of which a trade secret that is likely made (i) in confidence to cause substantial and irreparable competitive harm a federal, state or local governmental official, either directly or indirectly, or to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidencean attorney, and not to disclose any Confidential Information to any third party without (ii) solely for the prior written consent purpose of the Manager. Each Member also agrees that any document constituting reporting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision investigating a suspected violation of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding t h e foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or.