Common use of Confidentiality Requirements Clause in Contracts

Confidentiality Requirements. (a) Without restricting the generality of the foregoing, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of the Disclosing Party are being considered or offered for sale. (b) The Recipient Party agrees that all Confidential Information and the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that any Confidential Information and the Permitted Purpose will be kept in strict confidence and shall not be used, dealt with, exploited or disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of this Clause 3. (d) The Recipient Party and its Representatives shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach of this Agreement by any of such Recipient Party's Representatives.

Confidentiality Requirements. (a) Without restricting Notwithstanding anything contrary in the generality terms of any applicable Non-Disclosure Agreement, any trade secrets or other proprietary information of Dell or Dell’s customer, whether oral, visual or written, shall constitute confidential information of Dell or Dell’s Customer even if not marked as such. Further, Provider’s obligation to preserve the foregoing, and for greater certainty and clarity, the term “Permitted Purpose” confidentiality of such trade secrets or proprietary information shall include the fact that assets, business and/or undertaking of the Disclosing Party are being considered or offered for sale. (b) The Recipient Party agrees that all Confidential Information and the Permitted Purpose shall be kept continue in strict confidenceperpetuity. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that any Confidential Information and the Permitted Purpose will be kept in strict confidence and shall not be used, dealt with, exploited or disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of the attached Exhibit B to this Clause 3Addendum shall not be disclosed by Provider without prior written approval of the authorized Dell representative. Strict compliance with the above requirements in this Addendum is a material term of the Agreement. Dell reserves the right to terminate the Agreement based on any non-compliance with the terms of this Addendum. The parties hereto have caused this Addendum to be executed by their duly authorized representatives. Agreed and Accepted: Agreed and Accepted: DELL MARKETING, L.P. GLASSHOUSE TECHNOLOGIES, INC. By: By: Printed Name: Printed Name: Title: Title: Exhibit A to Site Security Addendum Certification of Provider’s Personnel, Agents, and Subcontractors: Signed Certifications must be kept on record with Provider’s Human Resources Department for a period of four years after the termination of the Agreement. My signature below confirms my acknowledgement that I have read the Site Security and Environmental, Health, and Safety Addendum; that I fully understand the requirements stated therein; and that I agree to comply with the requirements stated therein while on Dell property, Dell business, or any customer site. Printed Name: Signature: Date: Exhibit A-1 to Site Security Addendum Annual Certification of Provider’s Compliance: Signed Certifications must be kept on record with Provider’s Human Resources Department for a period of four years after the termination of the Agreement. My signature below confirms Provider’s acknowledgement of compliance with the Site Security and Environmental, Health, and Safety Addendum terms; that Provider fully understands the requirements stated therein; and that Provider agrees to comply with the requirements stated therein while any of Provider’s personnel, agents or subcontractors are at Dell or any customer site. Printed Name: Signature: Title: Date: Exhibit B Exhibit B to Site Security Addendum Confidentiality Agreement _______________________________ (insert name of Contractor or Subcontractor here) (“Contractor”) acknowledges that Provider has provided the undersigned with this Confidentiality Agreement and the undersigned has read and understands the terms of this Confidentiality Agreement. This Confidentiality Agreement applies to the following project (the “Project”): Confidentiality agreement is to be signed by ALL sub-contractors as they are not covered under Dell’s NDA. (Please delete these instructions upon execution). ___________________________________ (insert description of Project here) ___________________________________ By its signature below, the undersigned (the “Contractor”) agrees that: The Contractor is entering upon the Project, which is owned or leased by Dell Inc. (or a subsidiary and/or affiliate of Dell Inc.) or is owned or leased by Dell’s Customer. Dell Inc. and/or each such subsidiary and/or affiliate of Dell Inc. and Dell’s Customer are referred to herein as an “Owner Party” and referred to collectively as the “Owner Parties. (d) ” The Recipient Contractor agrees that any and all information relating to the business of any Owner Party and its Representatives all Owner Parties and all information relating to, belonging to, or pertaining to any product, supplier, creditor, customer or prospect of any Owner Party and all Owner Parties, including but not limited to, information relating to products, customer and prospect lists, concepts for marketing computer hardware and software, data processing, programming, software, documentation, research and development processes, inventions, services or the internal operations of any Owner Party and all Owner Parties or any supplier, creditor, customer or prospect of any Owner Party and all Owner Parties is and shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to be treated by the Disclosing Contractor as confidential and proprietary at all times (including, without limitation, at all times after the Contractor is no longer performing work or providing labor, material or other services at the Project). The Contractor agrees that, except for the purpose of any Owner Party’s right to enforce the terms of this Confidentiality Agreement, this Confidentiality Agreement does not create any privity of contract between the Contractor and any Owner, and the Contractor hereby waives any and all claims, demands, suits and causes of action against any Owner Party and all Owner Parties and releases all Owner Parties from any liability, whether any such claim, demand, suit, cause of action or liability is known or unknown, present or future. In addition to any other remedies available to any Owner Party, any Owner Party shall be at have the sole cost and risk of right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the Recipient Party. (e) The Disclosing Party further requires a list of Contractor or its representatives, employees or agents in order to enforce the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach provisions of this Agreement by any of such Recipient Party's Representatives.Confidentiality Agreement. Contractor By: (Signature) (Printed Name) Its: (Title) Date: Exhibit A SCHEDULE C INFORMATION PRIVACY AND SECURITY SCHEDULE ADDENDUM

Confidentiality Requirements. (a) Without restricting the generality of the foregoing, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of shares and shareholder loans in the Disclosing Party are being considered or offered for sale. (b) The Recipient Party agrees that all Confidential Information and the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that any Confidential Information and the Permitted Purpose will be kept in strict confidence and shall not be used, dealt with, exploited or disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of this Clause 3. (d) The Recipient Party and its Representatives shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach of this Agreement by any of such Recipient Party's Representatives.

Confidentiality Requirements. (a) Without restricting Except as expressly permitted in this Section 11.1, neither party nor its agents, servants, employees, invitees and contractors will, without the generality prior written consent of the foregoingother party, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of the Disclosing Party are being considered or offered for sale. (b) The Recipient Party agrees that all Confidential Information and the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that disclose any Confidential Information and of the Permitted Purpose other party to any third party. Information will be kept in strict confidence and shall not be used, dealt with, exploited or considered “Confidential Information” of a party if: (i) it is disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by the Disclosing Partyparty to the other party in tangible form and is conspicuously marked “Confidential”, provide “Proprietary” or the Disclosing Party with a list like; (ii) it is disclosed by the party to the other party in non-tangible form and is identified by such party as confidential, proprietary or the like at the time of Representatives who have received disclosure; or (iii) would reasonably be understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. In addition, notwithstanding anything in this Sublease to the contrary, the terms of this Sublease (but not its mere existence) will be deemed Confidential Information and knowledge of the Permitted Purposeeach party. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with Other than the terms and conditions of this Clause 3. Sublease, information will not be deemed Confidential Information hereunder if such information: (a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one known to have an obligation of confidentiality to the disclosing party; (b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one known to have an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Sublease by the receiving party; or (d) The Recipient Party is independently developed by the receiving party. Each party will secure and protect the Confidential Information of the other party (including the terms of this Sublease) in a manner consistent with the steps taken to protect its Representatives shall own confidential information, but not visit less than a reasonable degree of care. Each party may disclose the other party’s Confidential Information where: (1) the disclosure is required by law or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to the other party with adequate time for such other party to seek a protective order, if reasonably possible; (2) if in the opinion of counsel for such party, disclosure is advisable under any applicable securities laws regarding public disclosure of business information; (3) the disclosure is reasonably necessary and is to that party’s or its affiliates’ or its actual or prospective lenders’ or investors’ employees, officers, directors, members, attorneys, accountants, consultants and advisors, or the disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Sublease; (4) the disclosure is reasonably necessary for the party to conclude a business transaction; or (5) the disclosure is to Master Landlord, so long as in all cases the disclosure is no broader than reasonably necessary and the person who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. Each party is responsible for ensuring that any Confidential Information of the other party that the first party discloses pursuant to this Section 11.1 is kept confidential by the person receiving the disclosure. Without limiting the generality of this Section 11.1, neither Subtenant nor Sublandlord will, directly or indirectly, issue any press release regarding this Sublease or any matters set forth in this Sublease, or use either party’s name for any commercial purposes or use any of either party’s trademarks, in each case, without the business sites express prior written consent of the Disclosing Party without the latterother party to be granted or withheld in such party’s prior written consentsole and absolute discretion. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for Each party acknowledges that any breach of this Agreement by Section 11.1 may cause irreparable harm for which monetary damages are an insufficient remedy and therefore that upon any breach of such Recipient Party's Representativesthis Section 11.1 the non-breaching party shall be entitled to appropriate equitable relief without the posting of a bond in addition to whatever other remedies it might have at law or in equity.

Confidentiality Requirements. (a) Without restricting the generality of the foregoing, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of the Disclosing Party shares in Petro One are being considered or offered for sale. (b) The Recipient Party agrees that all Confidential Information and the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that any Confidential Information and the Permitted Purpose will be kept in strict confidence and shall not be used, dealt with, exploited or disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of this Clause 3. (d) The Recipient Party and its Representatives shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach of this Agreement by any of such Recipient Party's Representatives.

Confidentiality Requirements. Sponsor agrees that any documents, materials, or other information provided to Sponsor by CAREFIRST pursuant to Sections 4.A.3 or 4.A.4 of this Agreement, relating to CAREFIRST’s fraud, waste and abuse policies, programs that generate savings for Chronic and High-Cost Conditions, or both (collectively, the “Confidential Information”), are the sole property of CAREFIRST and are private and confidential in nature. Sponsor further agrees that CAREFIRST would suffer competitive or other harm in the event the Confidential Information, or any portion thereof, was disclosed. Sponsor further agrees that it will hold the Confidential Information in the strictest confidence and will not use or disclose it, or any part thereof, unless: (a) Without restricting the generality of use or disclosure is necessary for Sponsor to comply with the foregoing, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of the Disclosing Party are being considered or offered for sale. Program Requirements; (b) The Recipient Party agrees the disclosure is made with the prior written consent of CAREFIRST; (c) the disclosure is requested by and made to a local, state, or federal law enforcement official, provided Sponsor gives CAREFIRST written notice at least _5 business days before making such disclosure; (d) the disclosure is made in response to a lawful subpoena or other compulsory process, provided that all Confidential Information prior to making the disclosure, Sponsor promptly gives notice thereof to CAREFIRST and furnishes CAREFIRST with a copy of the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that subpoena or other process so as to afford CAREFIRST a reasonable opportunity to seek a protective order; or (e) the Confidential Information shall to be disclosed is already in the public domain through no act or failure on the part of Sponsor. In the event this Agreement is terminated, Sponsor agrees that it will continue to treat the Confidential Information as private and confidential, will return all such Confidential Information to CAREFIRST, and will not be useduse or disclose such Confidential Information, dealt with or exploited for any purpose other than the Permitted Purpose and not for part thereof, except as permitted in this Section. Sponsor agrees that CAREFIRST shall, in addition to any other business available legal relief, be entitled to an injunction by any competent court to enjoin and restrain the unauthorized use or competitive purpose and none disclosure of the Confidential Information and/or the Permitted Purpose shall be disclosed to Information, or any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions of this Agreement to the same extent as if they were parties hereto and in respect of whom the Recipient Party agrees that any Confidential Information and the Permitted Purpose will be kept in strict confidence and shall not be used, dealt with, exploited or disclosed other than as contemplated herein and in strict accordance herewithpart thereof. (c) The Recipient shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of this Clause 3. (d) The Recipient Party and its Representatives shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach of this Agreement by any of such Recipient Party's Representatives.

Confidentiality Requirements. The Parties may provide each other with information, whether in writing or orally, concerning each Party or its respective Affiliates that is proprietary and Confidential to such Party, including, but not limited to, past, current or possible future products, services, projects, business operations, marketing ideas, objectives, methodology, strategy, financial data and results, borrower and applicant information, credit underwriting models or criteria, competitive advantages and disadvantages, processes, technology, specifications, and "Trade Secrets" (defined herein) (collectively "Proprietary and Confidential Information"); provided however, that the term "Proprietary and Confidential Information" does not include information (a) Without restricting which is (or which becomes) generally available to the generality public for legitimate reasons other than as a result of the foregoingdisclosure in breach of this Agreement, and for greater certainty and clarity, the term “Permitted Purpose” shall include the fact that assets, business and/or undertaking of the Disclosing Party are being considered or offered for sale. (b) The Recipient which has been lawfully disclosed by a third party who did not impose any restriction on disclosure, (c) which has been independently developed by a Party or was rightfully possessed prior to the execution of this Agreement, (d) which is required to be disclosed by Law or court order, provided that the disclosing Party will exercise reasonable efforts to notify the other Party prior to disclosure. Except as otherwise provided in this Agreement, each Party agrees that all Confidential Information and it will not without the Permitted Purpose shall be kept in strict confidence. The Recipient Party agrees that the Confidential Information shall not be used, dealt with or exploited for any purpose other than the Permitted Purpose and not for any other business or competitive purpose and none of the Confidential Information and/or the Permitted Purpose shall be disclosed to any Person other than the Recipient Party's Representatives who are directly involved in and require access to such Confidential Information in connection with prior written consent (i) disclose the Permitted Purpose, and may only be disclosed to such Recipient Party's Representatives if each such Person agrees to keep such Confidential Information and Permitted Purpose in strict confidence and to be bound by the confidentiality and non-disclosure provisions specific terms of this Agreement except that either Party may make such disclosures as appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or as compelled by law and may disclose in general terms the same extent as if they were parties hereto relationship resulting from this Agreement, or (ii) disclose to any third party any Proprietary and in respect of whom the Recipient Party agrees that any Confidential Information of the other Party for so long as the pertinent information or data remains Proprietary and Confidential Information, except as required to perform its obligations under this Agreement or except with the Permitted Purpose express written consent of the other Party or pursuant to a subpoena, including without limitation, an administrative subpoena, a court order or other order or demand of a governmental or regulatory agency or body. Each Party will take reasonable precautions to assure that Proprietary and Confidential Information received from the other Party will be kept held in strict confidence and shall not be useddisclosed only to those employees, dealt with, exploited agents or disclosed other than as contemplated herein and in strict accordance herewith. (c) The Recipient shall, if so requested by contractors of the Disclosing Party, provide the Disclosing receiving Party with a list of Representatives who have received the Confidential Information and knowledge of the Permitted Purpose. The Recipient shall, if so requested by the Disclosing Party, provide a reason to the Disclosing Party a certificate certifying that the Recipient Party and its Representatives have complied with the terms and conditions of this Clause 3. (d) The Recipient Party and its Representatives shall not visit any of the business sites of the Disclosing Party without the latter’s prior written consent. Any such visit consented to by the Disclosing Party shall be at the sole cost and risk of the Recipient Party. (e) The Disclosing Party further requires a list of the Representatives attending a viewing of Confidential Information at the Data Room at least 24 hours in advance of the scheduled viewing session. (f) The Recipient Party shall be liable for any breach know of this Agreement or the Proprietary and Confidential Information or whose duties reasonably relate to legitimate business purposes or to develop, implement and perform the transactions contemplated by this Agreement. Each Party also agrees, upon the request of the other Party, to return or destroy any such Proprietary and Confidential Information of such Recipient Party's Representativesthe other Party and any copies or reproductions thereof upon expiration or termination of this Agreement. "Trade Secrets" means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, process or underwriting guideline that (a) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and (b) is subject to protection under federal or state copyright or patent laws.