Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Google, in order to perfect Google’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure.

Confidentiality of Terms. The Except as may be agreed upon by the parties in a side letter or other written agreement, the parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity process (as reasonably determined by the party effecting the dissemination of advising a party in such matters; the relevant information); (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, after the Closing, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s Purchaser's right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto Parties and their Affiliates confidential and will not now or hereafter divulge any of such this information to any third party except as follows: (a) with the prior written consent of the other party; Party; (b) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or legal processstringent as those contained herein, including, without limitation, in confidence to a Party’s legal and financial advisors counsel and other professional advisors, in their capacity of advising a party Party in such matters; matters; (c) during subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party’s assets or equity or in connection with a proposed sale or exclusive license of the course of litigationAssigned Patent Rights, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; applicable; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (he) to enforce GooglePurchaser’s right, title, title and interest in and to the Assigned Patent Rights; Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the course of litigation and subject to a protective order with a confidentiality designation of “Outside Attorneys’ Eyes Only” or higher; provided that, in (bf) and (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Notwithstanding anything to the contrary in this Section 8.3, following the Closing, each Party and IP Navigation Group, LLC is entitled to issue the press release substantially in the form attached hereto as Exhibit 8.3.

Confidentiality of Terms. The parties hereto will Licensee shall keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such this information to any third party except Third Party except: (a) with the prior written consent of the other party; Licensor; (b) to the extent necessary in order to perfect its rights hereunder; (c) to its accountants, legal counsel, tax advisors, subject to obligations of confidentiality at least as otherwise stringent as those contained herein; (d) to a counterparty in connection with a proposed merger, acquisition, sale, financing or similar transaction, subject to obligations of confidentiality at least as stringent as those contained herein; (e) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations; (f) as may be compelled by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) process or as required during the course of litigation; provided, so long as the disclosure of such terms and conditions is restricted however, that in the same manner as is the confidential information event of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations potential disclosure under this Agreement; (e) by Google, in order to perfect Google’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); subsection (f) by Google), in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, Licensee will (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third partiesThird Parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available and (ii) the disclosing party will provide the other party Licensor with at least ten (10) calendar days' ’ prior written notice of such disclosure. The obligations of Licensee under this Section 6.1 shall remain in effect during the term of this Agreement and for three (3) years from the date of termination or expiration of this Agreement.

Confidentiality of Terms. The Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates Purchaser’s affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of after the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) Closing, to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure.. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will shall keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates there affiliates confidential and will shall not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, including in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; financial transactions; (e) by GooglePurchaser, in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s Purchaser's right, title, title and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cf) above, (i) to the extent permitted by law, the disclosing party will shall use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will shall provide the other party with at least ten (10) calendar days' prior written notice of such disclosure. Without limiting the foregoing, Seller agrees that it will cause its agents involved in this transaction to abide by the terms of this paragraph 8.4, including ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto Parties and their Affiliates hereto confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; Party; (b) as otherwise may be required by law or legal process, including, without limitation, including in confidence to legal and financial advisors in their capacity of advising a party Party in such matters; matters, and including without limitation for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; financial transactions; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); (f) by GooglePurchaser, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, title and interest in and to the Assigned Patent Rights; Rights; or (g) by either Party, to enforce its rights under the Agreement; provided that, in (b) and through (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) calendar days' ’ prior written notice of such disclosure.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto Parties and their Affiliates hereto confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; Party; (b) with obligations of confidentiality at least as stringent as those contained herein, to a counterparty in connection with a proposed merger, acquisition, sale or license of patents, financing or similar transaction; (c) as otherwise may be required by law or legal process, including, without limitation, including in confidence to legal legal, financial and financial monetization advisors in their capacity of advising a party Party in such matters; matters; (cd) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (de) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; financial transactions; (ef) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; office); (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, title and interest in and to the Assigned Patent Rights; Rights; or (h) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations; provided that, in (bc) and through (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Notwithstanding the foregoing, Seller may communicate to the customers, vendors, developers, distributors, suppliers, agents, resellers, replicators, and OEM of Seller and its Affiliates, that Seller and its Affiliates are licensed under the Seller License; provided that such communication (y) is limited to the existence of the Seller License and does not include the terms thereof and (z) is subject to obligations of confidentiality at least as stringent as those contained herein. Notwithstanding anything herein, Seller and its Affiliates may disclose the existence (but not the terms) of the Seller License without confidentiality obligations (1) to any third party who alleges that the Covered Products of the Seller or its Affiliate infringe any of the Patents; (2) offers Seller or its Affiliate a license to any of the Patents for Covered Products; or (3) to a third party who acquires any of the Patents. Notwithstanding the forgoing, the Seller may disclose the terms of the Seller License in Section 8.1 to the Seller’s Affiliates under confidentiality provisions similar to those herein.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising by a party in such matters; taxing or regulatory authority; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks its current and prospective financing sources and their advisors solely in connection with complying with and current and prospective investors of such party, its obligations under this Agreement; affiliates or related funds; (e) the fact that the Patents have been sold and that Seller retains the right to grant licenses pursuant to the Patents (if that is the case), may be disclosed after the Closing by GooglePurchaser, Seller or their respective Affiliates to actual or potential licensees (including Optional Licensees, as applicable) or acquirers of (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case of any such disclosure by Purchaser, the recipient of such disclosed information shall be subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, patent office by recording assignment any executed assignments delivered by Seller pursuant to this Agreement in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; office; (g) in order to inform either party’s existing licensees or prospective licensees of the perfect Seller’s assignment to Google of security interest in the Seller’s Assigned Patent (provided that Seller shall not identify Google); Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform Commercial Code with any governmental office; or (h) to enforce Google’s rightinformation that is, titlebefore the date of such disclosure, and interest in and to rightfully publicly available, other than by a breach of this Agreement by the Assigned Patent Rights; disclosing party; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of of, and any information disclosed to them in accordance with or relating to this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter use or divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with administering or complying with its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); (f) by GoogleSeller, in the course of any legal proceeding order to support any claim comply with its disclosure requirements under Securities and Exchange Commission regulations, or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will shall keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will shall not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, including in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; financial transactions; (e) by GooglePurchaser, in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); office; or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s Purchaser's right, title, title and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cf) above, (i) to the extent permitted by law, the disclosing party will shall use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will shall provide the other party with at least ten (10) calendar days' prior written notice of such disclosure. Without limiting the foregoing, Seller agrees that it will cause its agents involved in this transaction to abide by the terms of this paragraph 7.4, including ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto Parties and their Affiliates confidential and will not now or hereafter divulge any of such this information to any third party except as follows: (a) with the prior written consent of the other party; Party; (b) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or legal processstringent as those contained herein, including, without limitation, in confidence to a Party's legal and financial advisors counsel and other professional advisors, in their capacity of advising a party Party in such matters; matters; (c) during subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party's assets or equity or in connection with a proposed sale or exclusive license of the course of litigationAssigned Patent Rights, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; applicable; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by GooglePurchaser, in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (he) to enforce Google’s Purchaser's right, title, title and interest in and to the Assigned Patent Rights; Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the course of litigation and subject to a protective order with a confidentiality designation of "Outside Attorneys' Eyes Only" or higher; provided that, in (bf) and (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) calendar days' prior written notice of such disclosure.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Google, in order to perfect GoogleBuyer’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment the Executed Assignments of Exhibit B in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either partyBuyer’s existing licensees or prospective licensees of the Seller’s assignment to Google Buyer of the Seller’s Patent (provided that Seller shall not identify Google); assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (hg) to enforce GoogleBuyer’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Seller may disclose the terms and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller’s sole discretion. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Buyer, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this Section, but will be in addition to all other remedies available to the parties at law or in equity.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; office); (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; or (h) as set forth in paragraph 8.13 below; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' reasonable prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Google, in order to perfect Google’s Buyer's interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment the Executed Assignments of Exhibit B in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s Buyer's existing licensees or prospective licensees of the Seller’s 's assignment to Google Buyer of the Seller’s Patent (provided that Seller shall not identify Google); assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (hg) to enforce Google’s Buyer's right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure. Seller may disclose the terms and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller's sole discretion. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Buyer, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this Section, but will be in addition to all other remedies available to the parties at law or in equity.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties Parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; Party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) as otherwise may be required by securities law (or stock exchange); (d) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (de) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (ef) by GoogleBuyer, to potential purchasers or licensees of the Acquired Patents; (g) in order to perfect GoogleBuyer’s interest in the Assigned Patent Rights Acquired Patents with any governmental agency patent office (including, without limitation, recording assignment the Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or office); (h) to enforce GoogleBuyer’s right, title, and interest in and to the Assigned Patent Rights; Acquired Patents; or (i) by Seller to a potential investor or acquirer in a bona fide negotiation; provided that, in (b), (c) and (cd) above, (iI) to the extent permitted by law, the disclosing party Party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (iiII) the disclosing party Party will provide the other party with at least ten (10) calendar days' Party prior written notice of such disclosure.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates hereto confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal processprocess to any governmental body having jurisdiction and specifically requiring such disclosure; (c) subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (cd) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (de) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its financial obligations under this Agreement; hereunder; (ef) subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party’s assets or equity or in connection with a proposed sale or exclusive license of the Assigned Patent Rights, as applicable; (g) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or office); (h) to enforce GooglePurchaser’s right, title, title and interest in and to the Assigned Patent Rights; Rights; or (i) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations provided that, in (b) and (cd) above, (i1) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii2) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement, or in connection to bona fide due diligence efforts with respect to a party; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential for the period of one (1) year from the Effective date and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cf) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order (at Purchaser’s expense) whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Notwithstanding the foregoing, any information which is or becomes known publicly through no fault of the disclosing party shall no longer be subject to this agreement. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences. The parties acknowledge and agree that damages alone would be insufficient to compensate for breach of the obligations under this paragraph and that irreparable harm would result from such breach. Either party may seek specific performance of the obligations under this paragraph in a court of competent jurisdiction through a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and Agreement, but not the existence or the identities of the parties hereto and their Affiliates parties, confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising by a party in such matters; taxing authority; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement or any agreement between Affiliates of Seller and its Affiliates’ funding sources; (e) by Google, Seller or its Affiliates to actual licensees or grantees of rights associated with Assigned Patent Rights; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, patent office by recording assignment any Executed Assignments delivered by Seller pursuant to this Agreement in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office; or defense; (g) to inform either information that is, before the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; ; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure.disclosing

Confidentiality of Terms. The parties hereto will Each of Seller and Purchaser shall, and shall cause their respective agents to, keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will shall not now or hereafter divulge this Agreement or any of such information its terms to any third party except except: (a) with the prior written consent of the other party; party hereto; (b) as otherwise may be required by law Law, by any Governmental Entity or legal processby any self-regulatory agency or stock exchange on which such party’s securities are listed or which has regulatory or supervisory authority over such party, includingand to such party’s regulators and in the course of inspections, without limitationexaminations or inquiries by regulatory agencies or self-regulatory organizations that have requested or required the inspection of records that contain or reflect this Agreement; it being understood that this Agreement will be filed as an exhibit to Seller’s annual report on Form 10-K and as an annex to Seller’s proxy statement in respect of the Merger and will be summarized in any Form 8-K filing to be made in connection with the execution of this Agreement; and it being further understood that Seller shall provide Purchaser with a reasonable opportunity to review and comment on the portions of any filings that relate to this Agreement; and it being further understood that Seller shall only make such disclosures as are required by Law, in confidence by any such stock exchange or self-regulatory agency or by any Governmental Entity and after consultation with Purchaser, to legal and financial advisors in their capacity of advising a party in such matters; the extent practicable; (c) during the course of litigation, so long as the disclosure of such terms and conditions is are restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; their capacity of advising the disclosing party in such matters; (e) by Google, in order confidence to perfect Google’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); auditors of the disclosing party or (f) with respect to any disclosure to a tax authority required by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; tax Law; provided that, in (bi) and with respect to (c) above, (i) to the extent permitted by law, the disclosing party will shall use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; ; and (ii) with respect to (b), the disclosing party will provide shall give the other party reasonable opportunity to review and comment on any filings and coordinate with the other party on all other correspondence with any Governmental Entity, to the extent any such filing or correspondence relates to the transactions contemplated by this Agreement; and (iii) with respect to (c), if permitted under applicable Law, with at least ten (10) calendar business days' ’ prior written notice of such disclosure. In addition, Purchaser may disclose this Agreement to its members and their representatives, and Seller may disclose this Agreement to Parent and Sub. To the extent that this Agreement, its existence or any of its terms, is publicly disclosed not in violation of this Section 8.6, the information so disclosed shall no longer be regarded as confidential or subject to the terms of this Section 8.6 but only to the extent so disclosed.

Confidentiality of Terms. The parties hereto will shall keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will shall not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, including in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; financial transactions; (e) by GooglePurchaser, in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); office; or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, title and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and through (cf) above, (i) to the extent permitted by law, the disclosing party will shall use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will shall provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller agrees that it will cause its agents involved in this transaction to abide by the terms of this paragraph 7.4, including ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by GoogleLicensee, in order to perfect GoogleLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment Memoranda of Exclusive License/Rights in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GoogleLicensee’s right, title, rights and interest in and to the Assigned Patent Rights; provided thatPatents, the causes of action transferred under this Agreement, or the Abandoned Assets; provided, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Licensor will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials or industry conferences. In the event of any breach or default, threatened or otherwise, under this paragraph, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by either party, the other party will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraph but will be in addition to all other remedies available to the parties at law or in equity.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by GoogleStemSpine, in order to perfect GoogleStemSpine’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); (f) by GoogleStemSpine, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google StemSpine of the Seller’s Patent (provided that Seller shall not identify Google); StemSpine); or (h) to enforce GoogleStemSpine’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Notwithstanding the foregoing, Seller hereby grants StemSpine the right to cause CELZ to file a report on Form 8-K with the Securities and Exchange Commission disclosing the material terms of the Agreement and to file this Agreement as an exhibit to this report or any subsequent filing.

Confidentiality of Terms. The parties hereto will keep (a) Notwithstanding the terms and provisions of SECTION 6.9 of the Asset Purchase Agreement, neither party shall disclose any of the terms and conditions of this Agreement without the written consent of the other party, unless such disclosure is: (i) in response to a valid order of a court or other governmental body of the United States or The United Kingdom or any political subdivision of either of the foregoing countries; provided, however, that the disclosing party shall have given prior notice to the other party and made a reasonable effort to obtain a protective order requiring that the information so disclosed be used only for the purposes for which the order was issued; or (ii) otherwise required by law, including making any filing with a Governmental Authority (as such term is defined in the Asset Purchase Agreement) that is required in connection with the consummation of the transactions contemplated hereby; or (iii) necessary to determine and/or enforce rights under this Agreement; or (iv) necessary for use by outside accountants and legal advisors. (b) Notwithstanding the foregoing: (i) either party and its Related Companies shall be entitled to make statements to their customers in the normal course of business to confirm the existence of this Agreement and the identities rights of the party in respect to rights under one or more patents licensed hereunder but shall have no right to disclose any of the financial arrangements or terms of this Agreement; and (ii) nothing in this SECTION 6.13 shall prevent any party or its Affiliates (as such term is defined in the Asset Purchase Agreement) or any other Person (as such term is defined in the Asset Purchase Agreement) from (i) making any public announcement or disclosure required by the rules of any stock exchange, the Panel on Takeovers and Mergers, the UKLA or any other law or judgment (in which case the party required to make the disclosure shall promptly notify the other parties hereto and give such parties a reasonable opportunity to oppose such disclosure or request confidential treatment of such disclosure if available), (ii) subject to the terms of a confidentiality agreement protecting the confidentiality of such information, disclosing this Agreement or any of the Related Agreements or their contents or the transactions contemplated hereby or thereby to (1) current and future officers, directors, employees and representatives of such party and its Affiliates confidential with a bona fide need to know such information, (2) current and will not now potential lenders to, investors in and purchasers of such party or hereafter divulge its Affiliates (or any portion thereof) so long as (A) the due diligence investigation by the lender, investor or purchaser, as applicable, of such party and its Affiliates is substantially complete, (B) the definitive agreement with respect to such loan, investment or purchase, as applicable, is substantially complete and substantially all of the material terms with respect thereto (including, 1) with respect to a loan, the loan amount and interest rate, 2) with respect to an investment, the amount to be invested and the price per security to be issued, and 3) with respect to a purchase, the purchase price) have been agreed in principle) and (C) the board of directors (or, in the case of clause 1) below, the senior management) of such party or its Affiliates (as applicable) and the current and potential lender, investor or purchaser, as the case may be, have 1) in the case of a loan from a bank or similar entity that is in the business of lending money, reviewed and approved the commitment letter or term sheet setting forth the material terms of such loan and 2) in the case of all other transactions contemplated by this clause (C), been apprised of such transaction and have consented to further negotiations subject to final board approval, and (iii) those Persons whose approval, agreement or opinion, as the case may be, is required for consummation of such particular transaction or transactions, or (c) enforcing its rights hereunder; and (iii) Marconi Corporation shall be entitled to disclose the terms and provisions of this Agreement in confidence to Alcatel. (c) Notwithstanding anything to the contrary in this SECTION 6.13, either party may disclose to any and all Persons, without limitation of any kind, the U.S. federal and state tax treatment and tax structure (tax structure shall mean any fact that may be relevant to understanding the U.S. federal or state tax treatment of the transaction) contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure except to the extent maintaining confidentiality of such information is necessary to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Google, in order to perfect Google’s interest in the Assigned Patent Rights comply with any governmental agency (including, without limitation, recording assignment in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim federal or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosurestate securities laws.

Confidentiality of Terms. The parties hereto will Parties shall keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information Confidential Information to any third party party, except as necessary to consummate this Agreement, or: (a) with the prior written consent of the other party; Party; or (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; Party; or (c) during the course of litigationas may be required by law or legal process (e.g., litigation or securities laws), (i) so long as the disclosing Party uses reasonable efforts to provide that such disclosure of such terms and conditions Confidential Information is restricted at least in the same manner manner, and to the same degree, as is the disclosure of confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Google, in order to perfect Google’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, titleparties involved, and interest in and to the Assigned Patent Rights; (ii) provided that, in : (bA) and (c) above, (i) to the extent permitted by law, the disclosing party will use Party provides the other Party with at least ten (10) days prior written notice of such disclosure requirement, if reasonably possible, and assists the other Party in its efforts to maintain the confidentiality of such Confidential Information; and (B) the disclosing Party first uses all legitimate and legal means available to minimize the disclosure of Confidential Information to third parties, including, including without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) available. Neither Party will be liable for the disclosure of any Confidential Information that is rightfully in the public domain, other than by a breach of this Agreement by the disclosing party Party or its employees or former employees. Subject to the foregoing exceptions for disclosure of Confidential Information: (a) Seller will not divulge any information that may be used or construed to undermine the validity of any of the Patents. Notwithstanding the foregoing provisions of this Section 7.6, nothing in this Agreement restricts or limits Purchaser’s ability to disclose and provide any evidence that it is the owner of all right, title, and interest in the Patents and the fact that Purchaser acquired the Patents from Seller. Nothing in this confidentiality provision limits the applicability of any confidentiality obligations imposed under any other party with at least ten (10) calendar days' prior written notice agreement in effect between the Parties to this Agreement, each of such disclosurewhich remains in full force and effect.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, includingincluding pursuant to any securities filings as may be required by applicable law or stock exchange rules, without limitation, in confidence and the related press conferences to legal announce the Asset Purchase Agreement and financial advisors in their capacity of advising a party in such matters; the transactions contemplated thereby; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignment(s) in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) to the extent feasible under the circumstances, the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and Agreement, but not the existence or the identities of the parties hereto and their Affiliates parties, confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising by a party in such matters; taxing authority; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement or any agreement between Affiliates of Seller and its Affiliates’ funding sources; (e) by Google, Seller or its Affiliates to actual licensees or grantees of rights associated with Assigned Patent Rights; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, patent office by recording assignment any Executed Assignments delivered by Seller pursuant to this Agreement in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office; or defense; (g) to inform either information that is, before the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s right, title, and interest in and to the Assigned Patent Rights; ; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties Parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party Party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by GoogleLicensee, in order to perfect GoogleLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment Memoranda of Exclusive License/Rights in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GoogleLicensee’s right, title, rights and interest in and to the Assigned Patent Rights; provided thatPatents, the causes of action transferred under this Agreement, or the Abandoned Assets; provided, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party Party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Licensor will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials or industry conferences. In the event of any breach or default, threatened or otherwise, under this paragraph, the Parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by either Party, the other Party will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraph but will be in addition to all other remedies available to the Parties at law or in equity.

Confidentiality of Terms. The parties hereto will use reasonable efforts to keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by GooglePurchaser, in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); office); or (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s Purchaser's right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available reasonable best efforts to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure., provided further, however that notwithstanding anything herein to the contrary, the parties acknowledge that Seller is a wholly-owned subsidiary of Blonder Tongue, Laboratories, Inc., which is a public company and that Blonder Tongue Laboratories, Inc., will be filing a copy of this agreement in a public EDGAR filing with the Securities Exchange Commission, pursuant xx xxe Securities Exchange Act of 1934, and may also discuss this transaction in its periodic filings and annual report to stockholders, as deemed necessary and material by Blonder Tongue Laboratories, Inc.'s SEC counsel, as to all of which, no notice in advance of disclosure need by given. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under with respect to this Agreement; Agreement; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect Google’s Purchaser's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim office); or defense; (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce Google’s Purchaser's right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates affiliates confidential and will not now or hereafter divulge any of such this information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; ; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurersbanks, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement or in confidence (subject to a written confidentiality agreement prior to such disclosure at least as protective as the terms of this paragraph 8.4) in connection with the sale of assets, merger, acquisition or re-organization [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24-2 promulgated under this Agreement; the Securities Exchange Act of 1934, as amended, and the omitted portions represented by [***] have been separately filed with the Securities and Exchange Commission. -- of Seller or Purchaser; (e) by GooglePurchaser, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) in order to perfect GooglePurchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental agency patent office (including, without limitation, recording assignment the Executed Assignments in any governmental patent office); (f) by Google, in the course of any legal proceeding to support any claim or defense; office); (g) to inform either party’s existing licensees or prospective licensees of the Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce GooglePurchaser’s right, title, and interest in and to the Assigned Patent Rights; Rights or the Abandoned Assets; or (h) as explicitly permitted pursuant to paragraph 8.13 below; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days' ’ prior written notice of such disclosure. Without limiting the foregoing, Seller and Purchaser will cause their agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto ‌ Buyer will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party Buyer in such matters; matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of the other litigating parties; parties; (d) in confidence to its legal counsel, accountants, insurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; Agreement; (e) by Google, in order to perfect GoogleBuyer’s interest in the Assigned Patent Rights with any governmental agency (including, without limitation, recording assignment the Excecuted Assignments of Exhibit B in any governmental patent office); office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) to inform either partyXxxxx’s existing licensees or prospective licensees of the Seller’s assignment to Google Buyer of the Seller’s Patent (provided that Seller shall not identify Google); assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (hg) to enforce GoogleBuyer’s right, title, and interest in and to the Assigned Patent Rights; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days' ” prior written notice of such disclosure, Seller may disclose the terms and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller’s sole discretion. In the even of any breach or default, threatened or otherwise, by Buyer under this Section, the parties achnowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Xxxxx, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this Section, but will be in addition to all other remedies available to the parties at law or in equity.