Common use of Confidentiality; Ownership Clause in Contracts

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely to Company and includes, but, is not limited to, the existence of the Evaluation Item, its features and mode of operation, this Agreement, trade secrets, know- how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item or any ancillary products to any third party. (d) Recipient hereby assigns to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoing.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely to Company and includes, but, is not limited to, the existence of the Evaluation Item, its features and mode of operation, this Agreement, trade secrets, know- how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. SEQUENOM BETA TEST AGREEMENT [LOGO] 3/6 disclose or otherwise make available the Evaluation Item or any ancillary products to any third party. (d) Recipient hereby assigns to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoing.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item Services and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item Services, Software and/or Company ("“Proprietary Information"”). Such Proprietary Information shall belong solely to Company and includes, but, but is not limited to, the existence of the Evaluation ItemServices and Software, its their features and mode of operation, this Agreement, trade secrets, know- know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item the Services and Software in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item Services and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this AgreementAgreement for the Company’s benefit; Recipient is responsible for any noncompliance by its employees. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item Services or any ancillary products Software, or copies thereof, to any third party. (d) Recipient hereby assigns will not remove or export the Services, Software or any Proprietary Information or any direct product thereof from the AWS data center to which it is mutually agreed to by Company and Recipient to be installed for the Trial period. (e) Recipient may from time to time provide suggestions, comments or other feedback to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect theretoto the Service (“Feedback”). Feedback, even if designated as confidential by Recipient, shall not create any confidentiality obligation for Company notwithstanding anything else. Recipient agrees shall, and hereby does, grant to take Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoingpurpose.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using exercising the Evaluation Item license and performing its duties other rights under this Agreement, it may obtain proprietary and/or confidential information relating to the Evaluation Item SDK, MobiTV Connect and/or Company MobiTV ("Proprietary “Confidential Information"”). Such Proprietary Confidential Information shall belong solely to Company MobiTV and includes, but, is not limited towithout limitation, the existence of the Evaluation ItemSDK, MobiTV Connect, its features and mode of operation, this Agreement, trade secrets, know- know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard Confidential Information, however, does not include information that: (i) is now or subsequently becomes generally available to this Proprietary Information: the public through no fault or breach on the part of Recipient; (aii) Recipient shall can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by MobiTV; (iii) is independently developed by Receipient without the use of any Confidential Information; or (iv) Recipient rightfully obtains from a third party who has the right to so transfer or disclose it. Confidential Information may not during the term of this Agreement and for a period of at least three be shared with any third party (3) years after its termination, use (except as expressly authorized by this Agreementexcluding Recipient’s third party developers) or disclose Proprietary Information used for any purpose except the Purpose without the prior written consent of Company unless such Proprietary Information becomes part MobiTV. Recipient will not export or re-export or allow the export or re-export of the public domain without breach of this Agreement by Recipient, its officers, directors, employees SDK or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item MobiTV Connect or any ancillary products to Confidential Information in violation of any third party. (d) applicable export law, restriction or regulation of the United States or any foreign agency or authority. Each party shall comply with all such law, restrictions and regulations. Recipient hereby assigns to Company MobiTV any invention, idea work of authorship, mask work, idea, information, feedback or know-how (whether or not patentable) related to the SDK or MobiTV Connect that is conceived, learned or reduced to practice in the course of performance exercising its license and other rights under this Agreement and any patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto, all of which is MobiTV’s Confidential Information. Recipient agrees to take any action reasonably requested by Company MobiTV to evidence, perfect, obtain, maintain, enforce or defend the foregoing. Notwithstanding the foregoing, MobiTV understands and agrees that (x) Recipient may engage in lines of business the same as or similar to those of MobiTV and that, wholly independent of the information provided hereunder, the Recipient and its affiliates may currently or in the future be developing internally, or receiving from third parties, information that coincidentally may be similar to portions of the information provided hereunder and/or otherwise competitive with MobiTV's actual or future projects or business, and (y) wholly independent development by the Recipient and its affiliates of products, programs, services, goods, concepts, opportunities, documents or information that are coincidentally similar to (but not, in whole or part, based upon) any information provided hereunder will not be deemed to violate this Agreement.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item and performing its duties under 10.1. Under this Agreement, it Orgenesis may obtain disclose or reveal to CURECELL, the Orgenesis Designated Third Party, the JV the JV Entity and/or any other entity mentioned in this Agreement, and/or their respective affiliates, Orgenesis' confidential or proprietary information relating to the Evaluation Item and/or Company ("Proprietary “Confidential Information"”). Such Proprietary All information and know how in respect of the development and manufacturing of cell therapy products, and all reports and records produced by Orgenesis shall be part of the Confidential Information of Orgenesis. CureCell undertakes to take all steps and to ensure the JV and/or the JV Entity shall belong solely take all steps reasonably necessary to Company hold Confidential Information in strict confidence and includessecrecy and will not and to ensure the JV and/or the JV Entity will not use or disclose, buttransfer and/or publish such Confidential Information in any manner or for any purposes not expressly contemplated by this Agreement. Each of CureCell shall not disclose and shall cause the JV Entity not to disclose any Confidential Information except to its employees who are have a need to know such Confidential Information for the purposes of this Agreement and who are subject to written agreements containing non-disclosure and non-use obligations no less restrictive than those set forth herein. Each CureCell shall be responsible for any breach of this Agreement by any of its employees. 10.2. Upon Orgenesis' request, is all or any requested portion of its Confidential Information (including, but not limited to, the existence tangible and electronic copies, notes, summaries or extracts of any information) will be promptly returned to Orgenesis or destroyed, and CureCell(as applicable) will provide Orgenesis with written certification stating that such Confidential Information has been returned or destroyed. 10.3. Each of the Evaluation Item, its features and mode of operation, this Agreement, trade secrets, know- how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documentsparties will, and will cause its affiliates and representatives to, maintain in strict confidentiality this document and any transactions contemplated hereunder, the terms set forth herein and any discussions between the Parties in such respect except for any mention in any applications to official authorities for regulatory approval, or in the fulfillment of any duty owed to any competent authority (including a duty to make regulatory filings and/or reports and/or reporting under the requirements of any securities exchange). 10.4. The Parties shall consult and coordinate with each other technicalrespecting the timing and content of any publicity, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of press or news releases or other public announcements regarding this Agreement and the transactions contemplated hereby and neither Party shall use the name of the other for a period of at least three (3) years after its terminationmarketing, use (except as expressly authorized by this Agreement) advertising or disclose Proprietary Information promotional purposes without the prior written consent of Company unless such Proprietary Information becomes part the other Party, all except for any mention in any applications to official authorities for regulatory approval, or in the fulfillment of any duty owed to any competent authority (including a duty to make regulatory filings and/or reports and/or reporting under the requirements of any securities exchange) or, in the case of the public domain without breach Orgenesis, in the presentation of this Agreement by Recipient, activities to its officers, directors, employees or agentspotential investors business partners and/or collaborators. (b) During 10.5. Orgenesis is and shall remain the period specified in (a) above, Recipient agrees to take owner of all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunderOrgenesis Manufacturing Know How, and only after such employees of any inventions, discoveries, improvements, derivatives, results, data, , data rights, information, know how, new-uses, compounds, formulas, processes, manufacturing protocols, processes, clinical results, methods, techniques, products, treatments, materials, and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall notany other intellectual property which is generated, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item or any ancillary products to any third party. (d) Recipient hereby assigns to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or developed and/or reduced to practice by and/or on behalf of Orgenesis, CureCell,and/or the JV Entity (as applicable), alone or together with others, resulting from the performance of the Project and/or the Services activities and/or derived under, resulting form and/or otherwise related to Orgenesis' Confidential Information (collectively "Resulting IP") and Orgenesis or any of its Affiliates may make use of the Resulting IP for any and all lawful purposes, including without limitation, for their respective worldwide operations without further charge to Orgenesis or any of its Affiliates. CureCell hereby assigns and shall assign and shall cause JV Entity and/or any subcontractor and/or person and/or entity working on their behalf in the performance of the Project and/or the Services to assign to Orgenesis or its designee, any and all rights and interests they may have in and to the Resulting IP, without further remuneration or compensation and shall and shall cause JV Entity and/or any subcontractor and/or person and/or entity working on their behalf to execute any document and/or take any other actions reasonably required by Orgenesis to perfect Orgenesis rights to the Resulting IP throughout the world, at Orgenesis' expense. 10.6. Without derogating from any of the forgoing, each of CureCell specifically acknowledges and agrees that Orgenesis Inc. is a publicly traded company and that in the course of performance under this Agreement disclosure, CureCell(as applicable) may receive certain material non-public information (financial, commercial or other). CureCell is aware that the United States securities laws impose restrictions on trading in securities when in possession of such information. CureCell further acknowledges and agrees that using such information and utilizing it to its benefit may cause Orgenesis to be in violation of the applicable securities laws. CureCell undertakes and agrees that it, the JV Entity or anyone on its behalf, shall not, directly or indirectly utilize such information in a way which may be considered ‘inside trading’ or in any patent rightsway which may be considered prohibited, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights restricted misappropriate or otherwise in violation of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoingapplicable securities laws .

Confidentiality; Ownership. Recipient acknowledges A. DST agrees that, except as provided in (and subject to the course -------------------------- provisions of) the last sentence of Section 19.E. hereof, or as otherwise required by law (provided, if permitted by applicable legal requirements, advance written notice has been given to the Company sufficiently in advance so as to permit the Company to seek a protective order from disclosure), DST will implement and maintain, during the Term and thereafter, safeguards and protections as required by law and no less protective than DST uses to safeguard, keep confidential, and maintain the confidentiality of its own proprietary and confidential information (but in any event not less onerous than a reasonable degree of care and as required by law), all records of and information in its possession received by DST from or on behalf of the Funds or the Company, or otherwise generated, prepared or compiled using such records or information, relating to the Evaluation Item and performing its duties under this AgreementFunds, it may obtain including without limitation, information relating to the Evaluation Item and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely to Company its business and includesproducts, butbusiness techniques, is not limited toplans, the existence of the Evaluation Item, its features sales and mode of operation, this Agreementmarketing information, trade secrets, know- howcustomer and supplier information, inventions (whether or not patentable)models, formulas, ideas, concepts, pricing policies, market and customer information, research and development data, reports, studies, strategies, techniques, processescontacts, communications, records and the like relating to the Funds, their affiliates, or its securityholders or securityholder accounts, including without limitation, the Fund Data (collectively, “Company Confidential Information”) and will not disclose the same to any person, except as necessary to fulfill DST’s obligations under this Agreement or at the request or with the consent of the Company. B. The Company agrees to implement safeguards and protections no less protective than the Company uses to maintain the confidentiality of its own proprietary and confidential information (but in any event not less onerous than a reasonable degree of care) to safeguard and keep confidential all DST financial statements and other financial or operational records received from DST, the terms and provisions of this Agreement, all accountant’s reports relating to DST, and all manuals, systems and other technical information and data, relating to DST's operations and programs furnished to it by DST pursuant to this Agreement and will not disclose the same to any person except at the request or with the consent of DST. C. The Company and each Fund acknowledges that DST has proprietary rights in and to the TA2000 System used to perform services hereunder, including, without limitation any proprietary rights arising from changes or modifications of the TA2000 System and any other DST programs, ideasdata-bases (exclusive of information comprising Company Confidential Information (as defined below)), algorithmssupporting documentation, schematicsor procedures (collectively "DST Confidential Information", testing proceduresand, sometimes either or both of the DST Confidential Information and Funds Confidential Information is hereinafter referred to as “Confidential Information”) which the Company’s and the Funds’ access to the TA2000 System or computer hardware or software design may permit the Company, the Funds or their employees or agents to become aware of or to access and architecturethat the DST Confidential Information constitutes confidential material and trade secrets of DST. The Company and each Fund agrees to maintain the confidentiality of the DST Confidential Information in accordance with Section 23 B. above. D. The parties each acknowledge that any unauthorized use, misuse, disclosure or taking of Confidential Information which is confidential, or which is a trade secret, residing or existing internal or external to a computer, computer codesystem, internal documentationor computer network, design or unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and function specificationscriminal penalties under applicable state law. Each party will advise all of its employees and agents who have access to any of the other party’s Confidential Information or to any computer equipment capable of accessing the other party’s hardware or software of the foregoing and a party agrees that it shall be liable for the breach of the confidentiality obligations contained herein by its employees or agents. E. Each Party receiving Confidential Information hereunder (the “Receiving Party”) acknowledges that disclosure of the Confidential Information in violation of this Section 23 will give rise to an irreparable injury to the owner of such Confidential Information (the “Disclosing Party”) inadequately compensable in damages. Accordingly, product requirementsthe Disclosing Party may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, problem reportsin addition to any other legal remedies which may be available, analysis and performance informationthe Receiving Party consents to the obtaining of such injunctive relief. All of the undertakings and obligations relating to confidentiality and nondisclosure, software whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement. F. All Company Confidential Information, including without limitation, materials, documents, data, software, information and other technicalinventions supplied to DST by or on behalf of the Funds, businessincluding without limitation information generated, productcreated or complied by DST using records or information received from the Company or its representatives on behalf of the Company or any Fund (exclusive of Deliverables) shall be and remain the sole and exclusive property of the Funds. DST shall use such property only for the purposes contemplated by this Agreement and, marketing and financial information, plans and data. In regard except as permitted pursuant to this Proprietary Information:Agreement, shall not use such property for or disseminate such property to any third parties. DST shall deliver all such property to the Company immediately upon demand or upon expiration or termination of this Agreement. G. Notwithstanding the foregoing, the following information shall not be deemed Confidential Information as to either Party for the purposes of this Agreement: (a) Recipient shall not during any information that, at the term time of this Agreement and for disclosure, is a period part of at least three the public domain; (3b) years after its termination, use any information of the party disclosing such information (except as expressly authorized by this Agreementthe “Disclosing Party”) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information that subsequently becomes a part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose publication or otherwise make available through no fault of the Evaluation Item or any ancillary products to any third party. Party receiving such information (the “Receiving Party”); and (d) Recipient hereby assigns any information that the Receiving Party can demonstrate with sufficient written evidence was in its possession or otherwise known to Company the Receiving Party at the time of disclosure, which information had not been wrongly acquired, directly or indirectly, from the Disclosing Party or any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoingthird party source.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item Materials and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item Materials and/or Company Risk Focus ("Proprietary Information"). Such Proprietary Information shall belong solely to Company Risk Focus and includes, but, but is not limited to, the existence of the Evaluation ItemMaterials, its features and mode of operation, this Agreement, trade secrets, know- know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) a. Recipient shall not not, during the term of this Agreement and for a period of at least three five (35) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company Risk Focus unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) b. During the period specified in (a) above, Recipient will disclose take all necessary measures to maintain the Proprietary Information and Evaluation Materials in confidence. c. During the period specified in (a) above, individual employees of Recipient will not share or copy the Evaluation Item Materials and Proprietary Information only to those with any other individuals. Individual employees of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of CompanyRisk Focus, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item Materials or any ancillary products copies thereof to any third party. d. Recipient will not remove or export the Evaluation Materials or any Proprietary Information or any of its direct products to any region where export is restricted by law, including, without limitation, Proprietary Information may not be exported or re-exported (da) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Confidential Information, Recipient represents and warrants that Recipient is not located in any such country or on any such list. Recipient also agrees that Recipient will not use the Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. e. Recipient hereby assigns does and shall assign to Company Risk Focus any invention, idea work of authorship, mask work, idea, information, feedback or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement using the Evaluation Materials and any patent rights, copyrights (including moral rights; provided that any non-assignable moral rights are waived to the extent permitted by law), trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company Risk Focus to evidence, perfect, obtain, maintain, enforce or defend the foregoing. f. In the event that Recipient becomes aware of any breach of this Section 3, Recipient shall immediately inform Risk Focus in an email to xxxxx@XxxxXxxxx.xxx.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of using the Evaluation Item Services and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item Services, Software and/or Company ("“Proprietary Information"”). Such Proprietary Information shall belong solely to Company and includes, but, but is not limited to, the existence of the Evaluation ItemServices and Software, its their features and mode of operation, this Agreement, trade secrets, know- know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item the Services and Software in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item Services and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this AgreementAgreement for the Company’s benefit; Recipient is responsible for any noncompliance by its employees. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item Services or any ancillary products Software, or copies thereof, to any third party. (d) Recipient hereby assigns will not remove or export the Services, Software or any Proprietary Information or any direct product thereof from the AWS data center to which it is mutually agreed to by Company and Recipient to be installed for the Trial period. (e) Recipient may from time to time provide suggestions, comments or other feedback to Company any invention, idea or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect theretoto the Service (“Feedback”). Feedback, even if designated as confidential by Recipient, shall not create any confidentiality obligation for Company notwithstanding anything else. Recipient agrees shall, and hereby does, grant to take Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoingpurpose.

Confidentiality; Ownership. Recipient acknowledges that, in the course -------------------------- of its relationship with DefiniSec and in using the Evaluation Item and performing its duties under this AgreementSoftware, it Recipient may obtain information relating to the Evaluation Item Software and/or Company DefiniSec ("“Proprietary Information"”). Such Proprietary Information shall belong solely to Company DefiniSec and includes, but, but is not limited to, the existence of the Evaluation ItemSoftware, its features and mode of operation, this Agreement, trade secrets, know- know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information: (a) Recipient shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company DefiniSec unless such Proprietary Information becomes part of the public domain generally publicly available without breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item Software in confidence. (c) During the period specified in (a) above, Recipient will disclose the Evaluation Item Software and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. Recipient shall not, without the prior written consent of CompanyDefiniSec, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item Software or any ancillary products copies thereof to any third party. (d) Recipient hereby assigns shall use the Software and Proprietary Information in compliance with all applicable laws, restrictions, and regulations. Recipient will not remove or export the Software or any Proprietary Information or any direct product thereof from the United States. (e) Recipient may provide DefiniSec with feedback with respect to Company any inventionRecipient’s use of the Software (including, idea or know-how without limitation, feedback related to usability, performance, interactivity, bug reports and usage results) (whether or not patentable) that is conceived“Feedback”). DefiniSec shall own all right, learned or reduced to practice title, and interest in the course of performance under this Agreement Feedback and any patent rights, trade secret rights, mask work rights, sui generis database rights and Recipient hereby makes all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees assignments necessary to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend accomplish the foregoingsame.

Confidentiality; Ownership. Recipient acknowledges that, 5.1 MMC agrees to keep confidential and not disclose or use except in the course -------------------------- performance of using the Evaluation Item and performing its duties obligations under this Agreement, it may obtain confidential or proprietary information relating to the Evaluation Item and/or Company ("Proprietary Information"). Such Proprietary Information shall belong solely Company's technology or business that MMC learns in connection with this Agreement and any other information received from the Company, including without limitation, to Company and includesthe extent previously, but, is not limited to, the existence currently or subsequently disclosed to MMC or otherwise: information relating to products or technology of the Evaluation ItemCompany or the properties, its features and mode of operationcomposition, this Agreementstructure, trade secretsuse or processing thereof, know- howor systems therefor, inventions or to the Company's business (whether or not patentable)including without limitation, techniques, processes, computer programs, ideascode, algorithms, schematics, testing proceduresdata, software design know-how, processes, ideas, inventions (whether patentable or not), names and architectureexpertise of employees and consultants, computer code, internal documentation, design all information relating to customers and function specifications, product requirements, problem reports, analysis and performance customer transactions (including patient information, software documents, ) and other technical, business, productfinancial, marketing customer and financial informationproduct development plans, plans forecasts, strategies and datainformation (all of the foregoing, "Confidential Information"). In regard to this Proprietary Information: (a) Recipient MMC shall not during disclose the term terms of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information to any third party without the prior written consent of Company unless such Proprietary the Company. MMC shall use reasonable precautions to protect the Company's Confidential Information becomes part and employ at least those precautions that it would employ to protect its own confidential or proprietary information, which shall, in no event, be less than these measures which are commercially reasonable within the industry. 5.2 MMC shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require all of its employees to sign an employee proprietary information and inventions agreement in a form reasonably acceptable to the Company. The confidentiality obligations of MMC and its employees shall survive the expiration or termination of this Agreement. 5.3 MMC acknowledges and agrees that due to the unique nature of the public domain without Company's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow MMC or third parties to unfairly compete with the Company resulting in irreparable harm to the Company, and therefore, that upon any such breach or any threat thereof, the Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by MMC from any losses in connection with any breach or enforcement of MMC's obligations hereunder or the unauthorized use or release of any such Confidential Information. MMC will notify the Company in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this Agreement by Recipient, its officers, directors, employees or agents. (b) During the period specified in (a) above, Recipient agrees to take all reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence. (c) During the period specified in (a) above, Recipient Section 5 will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions constitute a material breach of this Agreement. Recipient shall not, without the prior written consent of Company, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. disclose or otherwise make available the Evaluation Item or any ancillary products to any third party. (d) Recipient hereby assigns 5.4 All information, documents and other materials created by MMC for the purposes of the Services to the Company any inventionare owned by the Company. Following completion of the Services, idea or know-how (whether or not patentable) that is conceived, learned or reduced MMC shall return all such materials to practice in the course of performance under this Agreement and any patent rights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort with respect thereto. Recipient agrees to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoingCompany.