Common use of Confidentiality Clause in Contracts

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each In addition to other provisions of this Agreement related to confidentiality obligations of the parties, each party shall treat all non-public information about another party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any proprietary information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the of such other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ). Such Confidential Information includes but is not limited to information about business operations, non-public Fund portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, limit access to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that within its organization to those employees who reasonably require access to such Confidential Information and shall not disclose such Confidential Information to any third parties except in connection with the obligations set forth in Section 2(t) hereof or as otherwise expressly provided for in this Agreement, and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information. To the extent a Disclosing Party provides party discloses Confidential Information to a Receiving Party shall not be used by the Receiving Party for any purpose not third party, as permitted under this Agreement. The foregoing herein, such disclosing party (a) shall not be applicable ensure that, prior to any information that such disclosure, the recipient third party is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than subject to commercially reasonable confidentiality obligations in contravention of this Agreement or any confidentiality obligation known writing with respect to the Receiving Party, disclosed Confidential Information (or such other provisions as specified under this Agreement) and (b) shall not prevent be deemed in breach of this Section 20 for any unauthorized disclosure or use of any Confidential Information by such recipient third party. Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to applicable party by a third party having a lawful right to do so, (iii) was known to the applicable party at the time of the disclosure or (iv) is made subject authorized in writing by the party whose Confidential Information is to confidentiality obligationsbe disclosed. Further, and (c) shall not prevent disclosures expressly the parties are authorized to disclose Confidential Information if required by law or regulatory authorities having jurisdiction. The disclosing party shall, if permitted or required under by applicable law, rule or regulation subject to compliance with notify the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice other party of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch disclosure as soon as reasonably practicable.

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third- party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by NERC, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

Confidentiality. Each party (a) The Custodian agrees to this Agreement agrees that it shall treat as keep confidential, and not disclose to any third partycause its employees and agents to keep confidential, any all records of the Funds and information (relating to the Funds , including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the Sub-Adviser’s investment advice) release of such records or information is made in connection with the services provided to it (“Receiving Party”) under this Agreement, at the written direction of the applicable Fund or otherwise consented to, in writing, by the other party (“Disclosing Party”) respective Funds. The Fund agrees that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party such consent shall not be used by unreasonably withheld where the Receiving Party for any purpose not permitted under this AgreementCustodian may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available available, other than through a breach of this Agreement, or that is independently derived by any party hereto without the use of any information derived in contravention connection with the services provided under this Agreement. Notwithstanding the foregoing, the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication. (b) Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), disclosed or otherwise made accessible by a party hereunder is for the specific purpose of permitting the other party to perform its duties as set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the GLB Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extend as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the GLB Act. (c) Without limiting the generality of the preceding clause (a), the Custodian acknowledges and agrees that the Funds are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any confidentiality obligation known and all such information to the Receiving PartyCustodian hereunder is made strictly under the conditions of confidentiality set forth in this Section 10 and solely for the purposes of the performance of custodial services hereunder, that any misuse of such information (bincluding without limitation any disclosure to others by the Custodian or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to any and all such information regarding portfolio holdings of the Funds should be restricted to those persons needing such information in the course of the performance of duties hereunder, and that the Custodian shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such confidential information. (d) The Custodian acknowledges and agrees that any breach or threatened breach of this Section 10 would cause not prevent disclosure or use of any Confidential Information only financial damage, but irreparable harm to the extent necessary Funds; for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach or threatened breach of this Section 10, the Funds shall (in addition to render the services or perform the obligations all other rights and remedies they may have pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsincluding without limitation Section 8(f), and (cat law and in equity) shall not prevent disclosures expressly permitted be entitled to an injunction, without the necessity of posting any bond or required under applicable lawsurety, rule to restrain disclosure or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesmisuse, requests for information in whole or documentsin part, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose of any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sFund(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it The Subadviser shall treat as confidentialconfidential all information pertaining to the Fund and actions of the Fund, the Adviser and the Subadviser, provided that it may disclose such information to those third parties required to carry out its duties hereunder, and not disclose the Adviser shall treat as confidential all information furnished to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) Fund or the Adviser by the other party (“Disclosing Party”) Subadviser in connection with its duties under the Agreement, provided that is marked “Confidential” or that reasonably should be known it may disclose such information to be confidential, including the investment activities or holdings of the Portfolio(s) those third parties required to carry out its duties hereunder (collectively, the “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement). The foregoing term “Confidential Information” will not include information which (ai) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than as a result of a disclosure by a receiving party in contravention violation of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure (ii) is or becomes available to a third receiving party on a nonconfidential basis from a source which, to the best knowledge of the receiving party after reasonable inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other, or (iii) is independently developed without reference to or reliance on the Confidential Information. In the event that a party is made subject to confidentiality obligationsrequested pursuant to, and (c) shall not prevent disclosures expressly permitted or required under by, applicable law, rule regulation or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) legal process to disclose any of the Confidential Information, such party will promptly notify the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) disclosing party so that the Disclosing Party it may seek an appropriate a protective order or other appropriate remedy and/or or, in its sole discretion, waive the Receiving Party’s compliance with the provisions terms of this Agreement. If In the event that no such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives a party does not waive compliance with the provisions terms of this Agreement, the Receiving Party agrees to a party will furnish only that portion of the Confidential Information which it is advised by counsel is legally required in the reasonable opinion of its counsel, and to will exercise commercially all reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s Advisers’ investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialhold, and not disclose shall cause its respective Affiliates and representatives to any third partyhold, any information (including the Sub-Adviser’s investment advice) provided all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (“Receiving Party”) each of whom shall be informed in writing by the other disclosing party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelyconfidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, “Confidential Information”) except dissemination and disclosure shall not apply to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a third party is made required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligationsobligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (ciii) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject provide only that amount of information as the disclosing party is advised by its counsel is necessary to compliance strictly comply with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective such court order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to this Agreement agrees that it The Receiving Party shall treat as confidential, maintain in confidence and not disclose to any third partyThird Party any of Disclosing Party’s Confidential Information, any using the same degree of care it uses to protect its own confidential information of a similar nature but in no event using less than a reasonable degree of care. The Receiving Party will use Disclosing Party’s Confidential Information solely as required to undertake its rights and obligations under this Agreement (including the Sub-Adviser’s investment advice) provided to it (“Receiving PartyPurpose”) by and only during the other party (“Term. For clarity, except as provided for herein, the Purpose expressly excludes any use of Disclosing Party”’s Confidential Information for (i) regulatory or patent filing purposes other than in express support of Licensed Products as permitted hereunder, or (ii) for initiation or pursuit of any proceeding to challenge the patentability, validity, or enforceability of any patent application or issued patent (or any portion thereof) that is marked owned or Controlled by Disclosing Party (including, e.g., via pre-issuance submissions, post grant review, or inter partes review). Any such excluded use is hereby deemed a material breach of this Agreement and in such event, notwithstanding anything to the contrary herein, the non-breaching Party shall have the right to terminate this Agreement immediately upon notice to the breaching Party and seek resolution of such dispute in any court of competent jurisdiction notwithstanding any provisions herein regarding resolution of disputes between the Parties; in addition to any other relief granted to the non-breaching Party, the breaching Party shall pay to the non-breaching Party all costs such non-breaching Party incurs in such proceeding including in defense of such patent application or patent. Any such payment shall be made within thirty (30) days of written demand. The Receiving Party will ensure that its employees, independent contractors, and Sublicensees (“Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential InformationRecipient Individuals”) except have access to the extent expressly permitted or required under applicable laws and regulations. All Disclosing Party’s Confidential Information that only on a Disclosing Party provides need to a know basis, are informed of all the obligations attaching to such Confidential Information in advance of being given access to it, and are required to comply with such Receiving Party’s obligations under this Agreement Receiving Party shall not be used by the Receiving fully responsible to Disclosing Party for any purpose such compliance by its Recipient Individuals. If such Recipient Individual is not permitted under this Agreement. The foregoing (a) shall not be applicable an employee of a Party hereto, then Recipient will enter into a legally binding confidentiality agreement with provisions at least as strict as the confidentiality obligations and use restrictions herein, with such Recipient Individual prior to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any ’s Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationssuch Recipient Individual, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject Receiving Party will be fully responsible to Disclosing Party for compliance with the following. If a Receiving Party becomes legally compelled (such obligations and restrictions by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch Recipient Individual.

Confidentiality. (a) Each party to this Agreement agrees that it shall treat Party will, in its capacity as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“a Receiving Party”: (i) by the other party (“Disclosing Party”) that is marked “Confidential” not use or that reasonably should be known to be confidential, including the investment activities or holdings reproduce Confidential Information of the Portfolio(s) (collectivelyDisclosing Party for any purpose, “Confidential Information”) except other than as and to the extent expressly permitted under this Agreement or required under applicable laws and regulations. All as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by of the Disclosing Party or which thereafter becomes publicly available other than except as expressly permitted in contravention this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of this Agreement or any confidentiality obligation known to all Confidential Information of the Receiving Party, Disclosing Party that it Handles. (b) shall not prevent disclosure or use of any The Receiving Party may disclose Confidential Information to of the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure Disclosing Party: (i) to a third party that is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, Representative of the Receiving Party agrees to provide (if and to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order required by a Governmental Authority or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained otherwise as required by the date Applicable Laws, provided that the Receiving Party must comply with the request, or if first give the Disclosing Party waives compliance notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with the provisions of this Agreementan opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party agrees to furnish only that portion of may disclose the Confidential Information which is legally of the Disclosing Party, but only to the extent required in the reasonable opinion of by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its counselaccountants, internal and external auditors and other professional advisors if and to exercise commercially reasonable efforts the extent that such Persons need to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the know such Confidential Information which is being furnished or disclosed.in order to provide the applicable professional advisory services relating to the Receiving Party’s business;

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and thereafter, the Parties shall, and shall treat as confidentialinstruct their respective representatives to, maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party shall use the same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyContract between the Parties, any information Party receiving any Confidential Information of the other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 2.12 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, however, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render be disclosed by a Governmental Order, in which case the services Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take all reasonable steps requested by the Disclosing Party and at the sole cost and expense of the Disclosing Party to assist in contesting such Governmental Order or perform in protecting the obligations pursuant Disclosing Party’s rights prior to this Agreementdisclosure, provided and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its outside legal counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 2.12; (ii) was rightfully received from a third party is made subject to Third Party without a duty of confidentiality obligations, and or (iii) was developed by it independently without any reliance on the Confidential Information. (c) shall not prevent disclosures expressly permitted Upon demand by the Disclosing Party at any time, or required under applicable law, rule upon expiration or regulation subject termination of this Agreement with respect to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationService, the Receiving Party agrees promptly to provide (to the extent practicable and not prohibited under applicable law) return or destroy, at the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementoption, all Confidential Information. If that protective order or other remedy such Confidential Information is not obtained by the date that destroyed, an authorized officer of the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees shall certify to furnish only such destruction in writing. (d) The Parties agree that portion of the Confidential Information which of the Company relating to pricing or sales is legally required competitively sensitive, and Seller shall establish, implement and maintain procedures and take such other steps that are reasonably necessary to prevent any disclosure of such information to its employees and those of its Affiliates who have direct responsibility for marketing, distributing or selling Beer (other than the Products) in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedUnited States.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law, regulatory requirement or request) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party The parties to this Agreement agrees acknowledge and agree that it shall treat as confidentialall information, whether oral or written, concerning a disclosing party and not disclose its business operations, prospects and strategy, which is furnished by the disclosing party to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known deemed to be confidential, restricted and proprietary to the disclosing party (the “Proprietary Information”). Proprietary Information supplied shall not be disclosed, used or reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, this Agreement and the Indenture. The receiving party shall provide the same care to avoid disclosure or unauthorized use of Proprietary Information as it provides to protect its own proprietary information, including without limitation retaining Proprietary Information in a secure place with limited access, but in no event shall the investment activities receiving party fail to use reasonable care under the circumstances to avoid disclosure or holdings unauthorized use of Proprietary Information. Unless otherwise specified in writing, all Proprietary Information shall (i) remain the property of the Portfolio(sdisclosing party, (ii) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party receiving party only for any the purpose not permitted for which it was intended under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by Agreement and the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsIndenture, and (ciii) shall not prevent disclosures expressly permitted or required under applicable lawtogether with all copies of such information, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (be returned to the extent practicable and not prohibited under applicable law) disclosing party or destroyed upon request of the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestdisclosing party, or if the Disclosing Party waives compliance with the provisions and, in any event, upon termination of this Agreement, except as otherwise provided or contemplated by this Agreement, including Sections 3.02(b) and (e) and 8.05 hereof. Proprietary Information does not include information which is: (a) published or included as disclosure within the Receiving Party agrees to furnish only that portion Registration Statement or otherwise available in the public domain through no fault of the Confidential Information which is legally required receiving party; (b) lawfully received from a third party having rights in the information without restriction of the third party’s right to disseminate the information and without notice of any restriction against its further disclosure; or (c) produced under order of a court of competent jurisdiction or other similar requirement of a governmental agency or authority, so long as the party required to disclose the information provides the other party with prior notice of such order or requirement and its cooperation to the extent reasonable opinion of in preserving its counselconfidentiality. Because damages may be difficult to ascertain, and without limiting any other rights and remedies specified herein, an injunction may be sought against the party who has breached or threatened to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedbreach this Section.

Confidentiality. Each (a) Neither party to shall disclose any information not of a public nature concerning the business or properties of the other party which it learns as a result of negotiating or implementing this Agreement agrees that it shall treat as confidentialAgreement, including, without limitation, the terms and conditions of this Agreement, Customer names, Cardholder personal or Account information, sales volumes, test results, and not disclose results of marketing programs, Plan reports generated by Bank, trade secrets, business and financial information, source codes, business methods, procedures, know-how, computer software and computer systems (including software licensed from third parties) and other information of every kind that relates to the business of either party except to the extent disclosure is required by Applicable Law, is necessary for the performance of the disclosing party's obligation under this Agreement, or is agreed to in writing by the other party; provided that: (i) prior to disclosing any confidential information to any third party, any information (including the Sub-Adviser’s investment advice) provided party making the disclosure shall give notice to it (“Receiving Party”) by the other party of the nature of such disclosure and of the fact that such disclosure will be made; and (“Disclosing Party”ii) prior to filing a copy of this Agreement with any governmental authority or agency, the filing party will consult with the other party with respect to such filing and shall redact such portions of this Agreement which the other party requests be redacted, unless, in the filing party's reasonable judgment based on the advice of its counsel (which advice shall have been discussed with counsel of the other party), the filing party concludes that such request is marked “Confidential” inconsistent with the filing party's obligations under Applicable Laws. Neither party shall acquire any property or that reasonably should be known to be confidentialother right, claim or interest, including the investment activities any patent right or holdings copyright interest, in any of the Portfolio(s) (collectivelysystems, “Confidential Information”) except to procedures, processes, equipment, computer programs and/or information of the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used other by the Receiving Party for any purpose not permitted under virtue of this Agreement. Neither party shall use the other party's name for advertising or promotional purposes without such other party's written consent. (b) The foregoing (a) obligations of this Section, shall not be applicable apply to any information information: (i) which is generally known to the trade or to the public at the time of such disclosure; or (ii) which becomes generally known to the trade or the public subsequent to the time of such disclosure; provided, however, that such general knowledge is publicly available when provided not the result of a disclosure in violation of this Section; or (iii) which is obtained by the Disclosing Party or which thereafter becomes publicly available a party from a source other than in contravention the other party, without breach of this Agreement or any other obligation of confidentiality obligation known or secrecy owed to such other party or any other person or organization; or (iv) which is independently conceived and developed by the disclosing party and proven by the disclosing party through tangible evidence not to have been developed as a result of a disclosure of information to the Receiving Partydisclosing party, (b) shall not prevent disclosure or use of any Confidential Information to other person or organization which has entered into a confidential arrangement with the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and non-disclosing party. (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject If any disclosure is made pursuant to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If Section, to any Affiliate or third party, the disclosing party shall be responsible for ensuring that protective order such Affiliate or other remedy is not obtained third party keeps all such information in confidence and that any third party executes a confidentiality agreement provided by the date non-disclosing party. Each party covenants that at all times it shall have in place procedures designed to assure that each of its employees who is given access to the Receiving Party must comply with other party's confidential information shall protect the request, or if privacy of such information. Each party acknowledges that any breach of the Disclosing Party waives compliance with the confidentiality provisions of this Agreement, Agreement by it will result in irreparable damage to the Receiving Party agrees other party and therefore in addition to furnish only any other remedy that portion may be afforded by law any breach or threatened breach of the Confidential Information which is legally required in the reasonable opinion confidentiality provisions of its counselthis Agreement may be prohibited by restraining order, and to exercise commercially reasonable efforts to obtain a protective order injunction or other reliable assurance that confidential treatment equitable remedies of any court. The provisions of this Section will be accorded to that portion survive termination or expiration of the Confidential Information which is being furnished or disclosedthis Agreement.

Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement agrees that it is terminated pursuant to the provisions of Article VIII, each party shall treat as confidential, and not disclose immediately return to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third the disclosing party is made had no Knowledge that the disclosing party was subject to confidentiality obligations, and an obligation of confidentiality; (ciii) shall not prevent disclosures expressly permitted is required by law or required under applicable law, rule court order to be disclosed by the parties; or regulation subject to compliance (iv) is disclosed with the followingexpress prior written consent thereto of the other party. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) The parties shall undertake all necessary steps to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so ensure that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreementsubsection (a). If that protective Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or other remedy subpoena to disclose information which is not obtained otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by the date that the Receiving Party must its counsel is necessary to strictly comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective such court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialThe Restricted Party will not, and not will cause its Representatives to not, disclose to or use at any third partytime, any Confidential Information of which the Restricted Party or such Representative, as applicable, is or becomes aware, whether or not such information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) is developed by the other party (“Disclosing Party”) that is marked “Confidential” Restricted Party or that reasonably should be known to be confidentialany of its Representatives, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted that such disclosure or use is directly related to and required under applicable laws by the Restricted Party’s or its Representatives’ performance in good faith of duties assigned to the Restricted Party or its Representatives by a Covered Party. The Restricted Party and regulations. All its Representatives will take all appropriate steps to safeguard Confidential Information that a Disclosing Party provides in its possession and to a Receiving Party protect it against disclosure, misuse, espionage, loss and theft. Nothing herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing construed to prevent disclosure of Confidential Information (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary in connection with the defense of any Action involving the Restricted Party or its Representatives (provided, that the Restricted Party or such Representative, as applicable, shall use its commercially reasonable efforts to render ensure that confidential treatment is afforded to such Confidential Information) or (b) to prohibit or impede the services Restricted Party from communicating, cooperating or perform filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case under such clause (b), that are protected under the obligations pursuant to this Agreementwhistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Restricted Party understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a third party federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made subject under seal. The Restricted Party understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to confidentiality obligationsthe attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. The obligations in this Section 4 will not (cx) shall not prevent disclosures expressly prohibit the Restricted Party from disclosing Confidential Information to its Representatives who have a reasonable need to know such information in connection with their role as a Representative of the Restricted Party or (y) apply to any Confidential Information which is required to be disclosed by the Restricted Party or its Representatives pursuant to any law, rule, regulation, order of any administrative body or court of competent jurisdiction or other legal process; provided that (i) to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving applicable Covered Party becomes legally compelled is given reasonable prior written notice, (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesii) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under permitted by applicable law, the Restricted Party cooperates (and causes its Representatives to cooperate) the Disclosing with any reasonable request of any Covered Party with prompt notice of that request(sto seek to prevent or narrow such disclosure and (iii) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s if after compliance with the provisions of this Agreement. If that protective order or other remedy clauses (i) and (ii) such disclosure is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementstill required, the Receiving Restricted Party agrees to furnish and its Representatives only that disclose such portion of the Confidential Information which that is legally expressly required in by such legal process, as such requirement may be subsequently narrowed. Notwithstanding the reasonable opinion foregoing, under no circumstance will the Restricted Party or any of its counselRepresentatives be authorized to disclose any information covered by attorney-client privilege or attorney work product of any Covered Party or any of their respective controlled Affiliates without prior written consent of the Company’s (or following the Closing, and to exercise commercially reasonable efforts to obtain a protective order Surviving Pubco’s) General Counsel or other reliable assurance that confidential treatment will be accorded to that portion of officer designated by the Confidential Information which is being furnished or disclosedCompany (or, following the Closing, the Surviving Pubco).

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non-use obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 5, neither receiving party’s obligations under this Section 5 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 5 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 5 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 5 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 5 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 5 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 5 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedrepresentatives.

Confidentiality. Each party All Confidential Information shall be held and treated by the Parties and their agents in confidence, used solely in connection with this Agreement, and shall not, except as hereinafter provided, be disclosed without the other Party’s prior written consent. Notwithstanding the foregoing, Confidential Information may be disclosed to a third party: (a) to the extent necessary for the purpose of effectuating the supply, transmission and/or distribution of Energy or any other product or service to be delivered pursuant to this Agreement agrees that it shall treat Agreement, (b) to regulatory authorities of competent jurisdiction, or as confidentialotherwise required by applicable law, regulation or order, and not disclose (c) to third parties in connection with a merger, acquisition/disposition and financing transactions, or audit, provided that any such third partyparty shall have signed a confidentiality agreement with the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information, any that strictly limit the recipient’s use of such information (including only for the Subpurpose of the subject transaction and that provide for remedies for non-Adviser’s investment advice) provided to it (“Receiving Party”) by compliance. In the other party event that either Party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted requested or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationInformation pursuant to subsection (b) above, the Receiving Disclosing Party agrees to provide (shall, to the extent practicable and not prohibited under applicable law) legally permissible, provide the Disclosing other Party with prompt written notice of that request(s) any such request or requirement, so that the Disclosing other Party may seek an appropriate protective order order, other confidentiality arrangement or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that If, failing the entry of a protective order order, other confidentiality arrangement or other remedy the receipt of a waiver hereunder, the Disclosing Party, in the opinion of counsel, is not obtained by the date that the Receiving Party must comply with the requestcompelled to disclose Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only may disclose that portion of the Confidential Information which the Disclosing Party’s counsel advises that the Disclosing Party is legally required in the reasonable opinion of its counselcompelled to disclose; provided, and to exercise commercially reasonable efforts to obtain that any such disclosure includes a protective order or other reliable assurance that request for confidential treatment will be accorded to that portion of this Agreement and the request for redaction of the Confidential Information from the copies of this Agreement which is being furnished are placed in the public record or disclosedotherwise made available. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

Confidentiality. Each party to this Agreement agrees that it The Subadviser shall treat as confidentialconfidential all information pertaining to a Fund and actions of the Fund, the Adviser and the Subadviser, provided that it may disclose such information to those third parties required to carry out its duties hereunder, and not disclose the Adviser shall treat as confidential all information furnished to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) Fund or the Adviser by the other party (“Disclosing Party”) Subadviser in connection with its duties under the Agreement, provided that is marked “Confidential” or that reasonably should be known it may disclose such information to be confidential, including the investment activities or holdings of the Portfolio(s) those third parties required to carry out its duties hereunder (collectively, the “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement). The foregoing term “Confidential Information” will not include information which (ai) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than as a result of a disclosure by a receiving party in contravention violation of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure (ii) is or becomes available to a third receiving party on a nonconfidential basis from a source which, to the best knowledge of the receiving party after reasonable inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other, or (iii) is independently developed without reference to or reliance on the Confidential Information. In the event that a party is made subject to confidentiality obligationsrequested pursuant to, and (c) shall not prevent disclosures expressly permitted or required under by, applicable law, rule regulation or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) legal process to disclose any of the Confidential Information, such party will promptly notify the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) disclosing party so that the Disclosing Party it may seek an appropriate a protective order or other appropriate remedy and/or or, in its sole discretion, waive the Receiving Party’s compliance with the provisions terms of this Agreement. If In the event that no such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives a party does not waive compliance with the provisions terms of this Agreement, the Receiving Party agrees to a party will furnish only that portion of the Confidential Information which it is advised by counsel is legally required in the reasonable opinion of its counsel, and to will exercise commercially all reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlaw or regulatory requirement) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each (a) Confidential Information of each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) will be used by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including solely for the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly purposes permitted or required under applicable laws and regulationsby this Agreement. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not disclosing party will be used received and held in confidence by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Each party acknowledges that, except for the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of rights expressly granted under this Agreement, it will not obtain any rights of any sort in or to the Receiving Party agrees Confidential Information of the other party as a result of such disclosure and that any such rights must be the subject of separate written agreement(s). (b) Each party will restrict disclosure of the other party’s Confidential Information to furnish only that portion those of its employees and consultants to whom it is necessary or useful to disclose such Confidential Information in connection with the purposes permitted under this Agreement. Each party shall use Commercially Reasonable Efforts including at least efforts commensurate with those employed by the party for the protection of its own Confidential Information, to protect the Confidential Information of the other party. (c) Nothing herein shall prevent a receiving party from disclosing all or part of the Confidential Information which is legally required of the other party in response to a court order or other legal proceeding requesting disclosure of same; provided, the reasonable opinion party that receives such order or process provides prompt notice to the disclosing party before making any disclosure (to the extent possible) and permits the disclosing party to oppose or narrow such request for disclosure and supports any of its counsel, and to exercise commercially the disclosing party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded oppose such request (at disclosing party’s expense), and only to that portion the extent necessary to comply with such request. Disclosure of the Confidential Information which pursuant to this Section 6.2(c) will not alter the character of that information as Confidential Information hereunder. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) Either disclosing party may at any time notify the receiving party that such receiving party must return to the disclosing party the disclosing party’s Confidential Information. Each receiving party hereby agrees to, within thirty (30) days of such notification: (i) return all documents and tangible items it or its employees or agents have received or created pursuant to this Agreement pertaining, referring or relating to the other party’s Confidential Information; and (ii) return or certify (in a writing attested to by a duly authorized officer of such party) destruction of all copies, summaries, modifications or adaptations that such party or its employees or agents have made from the materials provided by the disclosing party; provided, however, that a party is being furnished or disclosedpermitted to retain one copy of such materials in its legal files to be used to verify compliance with its obligations hereunder.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential(a) From and after the Closing Date, and not disclose to any third partyeach Party (each, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by the other party in possession of another Party’s (each, a “Disclosing Party”) that is marked Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (each, a “ConfidentialRepresentative” or that reasonably should be known to be confidentialand, including the investment activities or holdings of the Portfolio(s) (collectively, “Representatives”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (ii) not use such Confidential Information”) , except to the extent as expressly permitted by such Disclosing Party and (iii) not release or required under applicable laws and regulations. All disclose such Confidential Information that a Disclosing Party provides to a Receiving any other Person, except its Representatives or except as required by applicable law. Each Party shall not be used by the Receiving Party responsible for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention Losses resulting from a breach of this Agreement or Section 6.1 by any confidentiality obligation known to the Receiving Party, of its Representatives. (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this AgreementNotwithstanding Section 6.1(a), provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If if a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) obligated to disclose Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to the listing standards of any Confidential Informationapplicable national securities exchange on which the Receiving Party’s securities are listed or quoted, the Receiving Party agrees to provide (shall promptly advise, to the fullest extent practicable and not prohibited under applicable permitted by law) , the Disclosing Party with prompt notice of such requirement or obligation to disclose Confidential Information as soon as the Receiving Party becomes aware that request(s) so that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or such other remedy is not obtained by the date that the Receiving Party must comply with the request, or if as the Disclosing Party waives compliance with may consider appropriate in the provisions of this Agreement, the circumstances. The Receiving Party agrees to furnish shall disclose only that portion of the Disclosing Party’s Confidential Information which that it is legally required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the reasonable opinion of its counsel, and to exercise commercially reasonable efforts Disclosing Party to obtain a such protective order or other reliable assurance relief. (c) Each Party acknowledges that confidential treatment will be accorded to that portion a Disclosing Party would not have an adequate remedy at law for the breach by a Receiving Party of any one or more of the Confidential Information which is being furnished or disclosedcovenants contained in this Section 6.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other provision hereof, to the extent permitted by applicable law, the provisions of this Section 6.1 shall survive the termination of this Agreement for a period of two years.

Confidentiality. Each Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law or any listing agreement with, or the rules and regulations of, any applicable securities exchange or the NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to this Agreement agrees that it shall treat as confidential, in writing by Purchaser and not disclose to any third partythe Company, any information (including or documents furnished in connection herewith shall be kept strictly confidential by the Sub-Adviser’s investment advice) provided Company, Purchaser and their respective officers, directors, employees and agents. Prior to it (“Receiving Party”) by any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including regarding the investment activities or holdings nature and extent of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsdisclosure. All Confidential Information that a Disclosing Party provides to a Receiving Party Nothing contained herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information preclude disclosures to the extent necessary to render comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the services extent required by such disclosure obligations, Purchaser or perform the obligations Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to this Agreementthe Securities Exchange Act with respect to the Merger, provided that which report may include, among other things, financial statements and pro forma financial information with respect to the other party. In connection with any disclosure filing with the SEC of a registration statement or amendment thereto under the Securities Act, the Company or Purchaser, after consultation with the other party, may include a prospectus containing any information required to a third party is made subject be included therein with respect to confidentiality obligationsthe Merger, including, but not limited to, financial statements and pro forma financial information with respect to the other party, and (c) thereafter distribute said prospectus. Purchaser and the Company shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance cooperate with the followingother and provide such information and documents as may be required in connection with any such filings. If a Receiving Party becomes legally compelled (In the event the Merger is not consummated, each party shall return to the other any documents furnished by interrogatories, requests for the other and all copies thereof any of them may have made and will hold in absolute confidence any information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, obtained from the Receiving Party agrees to provide (other party except to the extent practicable and not prohibited under applicable law(i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the Disclosing Party with prompt notice pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (iii) such information becomes generally available to the public other than by breach of this Section 8. 1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the name in order that request(s) so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees should it choose to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddo so.

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third-party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by NERC, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

Confidentiality. Each In connection with the transactions contemplated herein, the Company and Purchaser are furnishing each other with certain information which is either nonpublic, confidential or proprietary in nature. All such information furnished by one party to the other or its representatives is hereinafter referred to as the "Confidential Information." As used in this Agreement Agreement, the "representatives" of any party shall mean such party's officers, employees, agents or other representatives, including, without limitation, attorneys, accountants, consultants and financial advisors. In consideration of each party's being furnished with the Confidential Information of the other, each party agrees that it shall treat that: (a) The Confidential Information will be kept confidential and except as confidentialrequired by law will not, without the prior written consent of the party supplying the information, be disclosed by the receiving party or its representatives during such three-year period in any manner whatsoever, in whole or in part, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall will not be used by the Receiving Party receiving party or its representatives directly or indirectly for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention evaluating and facilitating the transactions contemplated herein; provided, however, that upon the execution of this Agreement or any confidentiality obligation known by the parties, the Company and its representatives will be free to use the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary required by law in any subsequent filings with federal or state authorities relating to render the services or perform transactions contemplated herein. Each party agrees to transmit the obligations pursuant Confidential Information only to those of its representatives who need to know the Confidential Information for the purpose of advising it regarding any of the purposes for which it is permitted to use the Confidential Information under the terms of this Agreement, who are informed by the party supplying such information of the confidential nature of the Confidential Information and who are directed by such party to comply with the terms of this Agreement. Each party will be responsible for any material breach of this Agreement by its representatives. (b) Without the prior written consent of the other parties to this Agreement, provided no party or any of its representatives will disclose to any other Person the fact that the Confidential Information has been made available, or any disclosure of the terms, conditions or other facts with respect to a third party is made subject to confidentiality obligationsthe transactions contemplated herein, and including the status thereof, except as required by law or permitted under the terms of this Agreement. (c) shall In the event the parties do not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance proceed with the following. If transactions contemplated herein, the Confidential Information and all copies thereof will be destroyed or returned promptly without retaining any copies thereof. (d) This Section 7.2 shall be inoperative as to such portions of the Confidential Information which (i) are or become generally available to the public other than as a Receiving Party result of a disclosure by the receiving party or its representatives which is not required by law; (ii) become available to the receiving party from a source with no obligation of confidentiality to the other party; (iii) describe technology independently developed by the receiving party; or (iv) were known to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the supplying party or one of its representatives. (e) In the event that a receiving party or any of its representatives is requested or becomes legally compelled (by written or oral interrogatories, requests for information or documents, subpoenassubpoena, civil investigative demands, applicable regulations demand or similar processesprocess) to disclose any of the Confidential InformationInformation for purposes not permitted by this Agreement, the Receiving Party agrees to receiving party will provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party supplying party with prompt written notice of that request(s) so that the Disclosing Party supplying party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that such protective order or other remedy is not obtained by the date obtained, or that the Receiving Party must comply with the request, or if the Disclosing Party supplying party waives compliance with the provisions of this Agreement, the Receiving Party agrees to receiving party will furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselrequired, and to will exercise commercially reasonable good-faith efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (f) Each party agrees that the other parties shall be entitled to that portion equitable relief, including injunction and specific performance, in the event of any breach of the Confidential Information which provisions of clause (a), (b), (c) or (e) of this Section 7.2. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 7.2 by any party or its representatives but shall be in addition to all other remedies available at law or equity. (g) It is being furnished further understood and agreed that no failure or discloseddelay by any party in exercising any right, power or privilege under this Section 7.2 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) and the Sub-Adviser’s approved lists, internal procedures, compliance procedures and any board materials (collectively, “Confidential Information”) except to the extent expressly permitted requested by or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party only for any purpose not purposes permitted under this Agreement. The foregoing (aA) shall not be applicable as agreed to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyparties, (bB) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (cC) shall not prevent disclosures expressly permitted requested by or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (is expressly requested or required by interrogatoriesapplicable law, requests for information rule or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) regulation to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlegally permissible) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestrequest or requirement, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. The Adviser agrees not to use for any purpose, other than for the Adviser or the Trust, or their agents, to supervise or monitor the Sub-Adviser, the securities holdings or other trading-related information of the Portfolio(s).

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its Affiliates and its and their respective directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, contractors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly permitted have an adequate remedy at law for the breach by the receiving Party of any one or required under applicable lawmore of the covenants contained in this Section 19 and agrees that, rule or regulation subject to compliance with in the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationevent of such breach, the Receiving disclosing Party agrees to provide (may, in addition to the extent practicable other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 19 and not prohibited under applicable law) to enforce specifically the Disclosing Party with prompt notice terms and provisions of that request(s) so that the Disclosing Party may seek an appropriate protective order or this Section 19. Notwithstanding any other appropriate remedy and/or waive the Receiving Party’s compliance with section hereof, the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 19 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it 13.1. From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its Affiliates and its and their respective directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, contractors and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. 13.2. If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required approval, permit, consent or license, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide written notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that portion of Confidential Information covered by the notice or demand. 13.3. Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any disclosure one or more of the covenants contained in this Section 13 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a third party is made subject court for an injunction to confidentiality obligationsprevent breaches of this Section 13 and to enforce specifically the terms and provisions of this Section 13. Notwithstanding any other section hereof, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 13 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party hereby agrees to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information maintain the confidentiality of all Confidential Information (including the Sub-Adviser’s investment advicedefined below) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known and to be confidential, including the investment activities or holdings return any materials and other information containing Confidential Information of the Portfolio(s) (collectivelyother party in the event that the Closing is not consummated. For the purposes hereof, “Confidential Information”) except to the extent expressly permitted or required under applicable laws ” shall mean any and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any all proprietary information that is publicly available when and documents provided by the Disclosing Party disclosing party to the receiving party, either directly or which thereafter indirectly, in writing, electronically, orally, by inspection of tangible objects, or otherwise unless such information has been explicitly designated by the disclosing party as not Confidential Information. Confidential Information shall not include information that (i) at the time of use or disclosure by the receiving party is in the public domain through no fault of, action or failure to act by the receiving party; (ii) becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party from a third-party source on a non-confidential basis whom the receiving party does not know to be subject to any obligation of confidentiality to the disclosing party; (iii) was known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party; or (iv) was independently developed by the receiving party, (b) shall not prevent disclosure or on the receiving party’s behalf, without any use of any Confidential Information. Notwithstanding the foregoing, in the event that disclosure of Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to by a third receiving party is made subject to confidentiality obligationscomply with any request or inquiry of or by any governmental or regulatory authority (any of the foregoing, and (c) shall not prevent disclosures expressly permitted or required under applicable lawa “Governmental Requirement”), rule or regulation subject it is agreed that prior to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such disclosure of such Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under receiving party will, unless such action would violate or conflict with applicable law) , provide the Disclosing Party disclosing party with prompt notice of that request(s) such Governmental Requirement and the Confidential Information so required to be disclosed, so that the Disclosing Party disclosing party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If It is further agreed that if, in the absence of a protective order or other remedy is not obtained by in the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions absence of this Agreementreceipt of a waiver hereunder, the Receiving Party agrees receiving party is nonetheless, in the opinion of the receiving party’s counsel, compelled by Governmental Requirement to disclose any of such Confidential Information, the receiving party, after notice to the disclosing party (unless such notice would violate or conflict with applicable law), may so disclose such Confidential Information as required pursuant to Governmental Requirement without liability hereunder; provided, however, the receiving party will furnish only that portion of the Confidential Information which the receiving party, in the opinion of the receiving party’s counsel, is legally required in compelled to disclose pursuant to the reasonable opinion of its counsel, Governmental Requirement and to will exercise commercially reasonable efforts to cooperate with the disclosing party, at the disclosing party’s expense, with the disclosing party’s efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to that portion of the disclosed Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party (a) Except as provided in Section 27 and Section 28(b), all information and data provided to the Royalty Holder under the terms of this Agreement agrees that it Instrument shall treat as confidential, and not disclose be disclosed by the Royalty Holder to any third partyparty or the public without the prior written consent of the Owner, any information which consent shall not be unreasonably withheld. (including the Sub-Adviser’s investment adviceb) provided The consent required by Section 28(a) shall not apply to it disclosure: (“Receiving Party”i) by the other Royalty Holder to a potential successor of all or any significant portion of its interests under this Instrument, or to a potential successor by consolidation or merger, or to a proposed joint venture or partnership in which the Royalty Holder may become a participating partner or venturer, provided such third party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known has first agreed to be confidentialbound by such confidentiality obligations as Royalty Holder would customarily require in the context of disclosure of its own confidential information; (ii) to a prospective lender to which any portion of Royalty Holder's interest hereunder is proposed to be granted as security, including provided such lender has first agreed to be bound by such confidentiality obligations as Royalty Holder would customarily require in the investment activities context of disclosure of its own confidential information; (iii) to an Affiliate or holdings representative that has a bona fide need to be informed (but subject to the obligations of confidentiality herein); (iv) to a governmental agency or to the public which the Royalty Holder believes in good faith is required by applicable Law or the rules of any stock exchange; (v) made in connection with litigation or arbitration involving a Party where such disclosure is required by the applicable tribunal or is, on the advice of counsel for such Party, necessary for the prosecution of the Portfolio(s) (collectivelycase, “Confidential Information”) except but subject to prior notification to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing other Party provides to a Receiving enable such Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and seek appropriate protective orders. (c) Prior to any disclosure described in Subsections 28(b)(i) or (ii) above, such third party shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject first agree to compliance with protect the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for confidential information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (from further disclosure to the same extent practicable and not prohibited as the Parties are obligated under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection 28.

Confidentiality. Each (a) Confidential Information of each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) will be used by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including solely for the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly purposes permitted or required under applicable laws and regulationsby this Agreement. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not disclosing party will be used received and held in confidence by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Each party acknowledges that, except for the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of rights expressly granted under this Agreement, it will not obtain any rights of any sort in or to the Receiving Party agrees Confidential Information of the other party as a result of such disclosure and that any such rights must be the subject of separate written agreement(s). (b) Each party will restrict disclosure of the other party’s Confidential Information to furnish only that portion those of its employees and consultants to whom it is necessary or useful to disclose such Confidential Information in connection with the purposes permitted under this Agreement. Each party shall use Commercially Reasonable Efforts including at least efforts commensurate with those employed by the party for the protection of its own Confidential Information, to protect the Confidential Information of the other party. (c) Nothing herein shall prevent a receiving party from disclosing all or part of the Confidential Information which is legally required of the other party in response to a court order or other legal proceeding requesting disclosure of same; provided, the reasonable opinion party that receives such order or process provides prompt notice to the disclosing party before making any disclosure (to the extent possible) and permits the disclosing party to oppose or narrow such request for disclosure and supports any of its counsel, and to exercise commercially the disclosing party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded oppose such request (at disclosing party’s expense), and only to that portion the extent necessary to comply with such request. Disclosure of the Confidential Information which pursuant to this Section 6.2(c) will not alter the character of that information as Confidential Information hereunder. (d) Either disclosing party may at any time notify the receiving party that such receiving party must return to the disclosing party the disclosing party’s Confidential Information. Each receiving party hereby agrees to, within thirty (30) days of such notification: (i) return all documents and tangible items it or its employees or agents have received or created pursuant to this Agreement pertaining, referring or relating to the other party’s Confidential Information; and (ii) return or certify (in a writing attested to by a duly authorized officer of such party) destruction of all copies, summaries, modifications or adaptations that such party or its employees or agents have made from the materials provided by the disclosing party; provided, however, that a party is being furnished or disclosedpermitted to retain one copy of such materials in its legal files to be used to verify compliance with its obligations hereunder. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality. Each All information gained by either party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by concerning the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings as a result of the Portfolio(s) transactions contemplated hereby (collectively, “Confidential Information”) except to ), including the extent expressly permitted or required under applicable laws execution and regulationsconsummation of the Target Transactions and the transactions contemplated hereby and the terms thereof and information obtained by Buyer and its representatives in conducting due diligence respecting Seller and the Copyrights in the Fight Library, will be kept in strict confidence. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not will be used only for the purpose of consummating the transactions contemplated hereby. Following the Closing, all Confidential Information relating to the Copyrights in the Fighter Library disclosed by Seller to Buyer shall become the Receiving Party for Confidential Information of Buyer. Neither Seller nor Buyer shall, without having previously informed the other party about the form, content and timing of any purpose not permitted under this Agreement. The foregoing such announcement, make any public disclosure with respect to the Confidential Information or transactions contemplated hereby, except: (a) shall not As may be applicable to any information that is publicly available when provided required by the Disclosing Party or which thereafter becomes publicly available other than Securities Act for inclusion in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, Registration Statement; or (b) shall not prevent As may be required by applicable Law provided that, in any such event, the party required to make the disclosure or use will (I) provide the other party with prompt written notice of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) such requirement so that the Disclosing Party such other party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with the provisions other party regarding the nature, extent and form of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestsuch disclosure, or if the Disclosing Party waives compliance with the provisions (III) limit disclosure of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which to what is legally required in the reasonable opinion of its counselto be disclosed, and to (IV) exercise commercially reasonable its best efforts to obtain preserve the confidentiality of any such Confidential Information; or (c) Buyer may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender, investor, partner or agent, subject to a protective order non-disclosure agreement pursuant to which such lender, investor, partner or other reliable assurance that confidential treatment will agent agrees to be accorded bound by the terms of this Section 12.2; or (d) Disclosure to that portion of the Confidential Information which is being furnished or discloseda party’s representatives and advisors in connection with advising such party and preparing its tax returns.

Confidentiality. Each party Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Agreement agrees that it shall treat as confidentialMaster Agreement, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving neither Party shall not be used by disclose the Receiving Party for any purpose not permitted terms or conditions of a Transaction under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Master Agreement or the completed Cover Sheet to, or any confidentiality obligation known to the Receiving Partyannex to, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is made subject satisfied will keep such terms confidential) except in order to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or regulation subject to compliance in connection with any court or regulatory proceeding; or request by a regulatory authority and in the following. If event that any disclosure is requested or required by the regulatory authority or a Receiving Party becomes legally compelled (government body by interrogatoriesinterrogatory, requests request for information or documents, subpoenassubpoena, deposition, civil investigative demands, demand or applicable regulations or similar processes) to disclose any Confidential Informationlaw, the Receiving Party agrees subject to provide (such request or requirement may disclose to the extent practicable and not prohibited under applicable so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law) the Disclosing Party with prompt notice of that request(s) , so that the Disclosing other Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection 10.11. If that Failing the entry of a protective order or other remedy is not obtained by the date receipt of a waiver hereunder, that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only may disclose that portion of the Confidential Information which is legally required in as requested or required. In any event, a Party will not oppose action by the reasonable opinion of its counsel, and to exercise commercially reasonable efforts other to obtain a an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to that portion the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the Confidential Information which terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)). To the extent that Seller obtains information relating to a customer’s Buyer utility account as part of the administration of this Confirmation Agreement, and that information is being furnished confidential or disclosedgenerally non-public, including customers’ utility account number, utility account name, and meter number, Seller shall maintain the confidentiality and security of such information received from customers. Further, Seller shall not release such customer's information to any other person or entity other than the customer, MISO, FERC, the Illinois Power Agency, the Illinois Commerce Commission or any other governmental agency that requires access to such information for the purposes of this Confirmation Agreement without the customer's written consent to such release.”

Confidentiality. 6.21.1. Neither Buyer nor Seller will, nor will it permit any of its Affiliates to, issue any press release or make any other public announcement or any oral or written statements to Seller's employees concerning this Agreement or the transactions contemplated hereby except as required by applicable Legal Requirements, without the prior written consent of the other party. Each party will hold, and will cause its employees, consultants, advisors and agents to hold, the terms of this Agreement agrees in confidence; provided that (a) such party may use and disclose such information once it shall treat as confidentialhas become publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (b) to the extent that such party may be compelled by Legal Requirements to disclose any of such information, but the party proposing to disclose such information will first notify and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialconcerning the proposed disclosure, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted reasonably feasible. Each party also may disclose such information to employees, consultants, advisors, agents and actual or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides potential lenders whose knowledge is necessary to a Receiving Party shall not be used facilitate the consummation of the transactions contemplated by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not obligation by either party to hold information in confidence pursuant to this Section will be applicable satisfied if such party exercises the same care with respect to any such information that is publicly available when provided as it would exercise to preserve the confidentiality of its own similar information. 6.21.2. All information concerning the Business or Assets obtained by Buyer or its Affiliates pursuant to or in connection with negotiation of this Agreement will be used by Buyer and its Affiliates solely for purposes related to this Agreement and, in the Disclosing Party or which thereafter becomes publicly available other than in contravention case of nonpublic information, will, except as may be required for the performance of this Agreement or any confidentiality obligation known to the Receiving Partyby Legal Requirement, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, be kept in strict confidence by Buyer and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance its Affiliates in accordance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesterms of the letter agreement dated October 24, requests for information or documents2000, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by as amended effective on the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion which letter agreement, as amended, is hereby incorporated in this Agreement by reference. Any breach of the Confidential Information which is legally required in the reasonable opinion of its counselsuch letter agreement, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment as amended, will be accorded to that portion deemed a material breach of the Confidential Information which is being furnished or disclosedthis Agreement.

Confidentiality. Each party acknowledges and agrees that the other may be providing to it and that it may become aware of the confidential and proprietary information of the other party, including but not limited to, the terms of this Agreement Agreement, financial information and other information related to each party’s business operations. Each party agrees that it will maintain the confidentiality of such information and neither party shall treat as confidential, and not disclose any such information to any third partyother person or entity (other than to those of its employees, agents, contractors, representatives and affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement). Notwithstanding the foregoing, the requirements of non-disclosure shall not apply to any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing which: (a) shall not be applicable to any information that at the time of disclosure is publicly available when provided already in the possession of the receiving party; (b) is independently developed by the Disclosing Party receiving party without reliance on the disclosed confidential or which thereafter proprietary information; (c) is or becomes publicly available through no wrongdoing of the receiving party or (d) becomes available to receiving party on a non-confidential basis from a person, other than in contravention of this Agreement or any the disclosing party, who is not bound by a confidentiality obligation known or otherwise restricted from transmitting the information to the Receiving Partyreceiving party. Furthermore, (b) this section shall not prevent disclosure prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or use the order of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, other authority having jurisdiction; provided that any disclosure to a third receiving party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) notice, unless prohibited by law or court order, thereof so that the Disclosing Party disclosing party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementremedy. If that in the absence of a protective order or other remedy is not obtained by or waiver of the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreementsection, the Receiving Party agrees if receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counseldisclose any such confidential or proprietary information, and receiving party may disclose such information upon written notice to exercise commercially reasonable efforts to obtain a protective order disclosing party unless prohibited by law or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.court order. Member Bank Name: Santander Bank, N.A. Bank mailing address: 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 Bank Phone Number: 000-000-0000

Confidentiality. Each (a) The receiving party to this Agreement agrees that it shall treat as confidentialkeep confidential the disclosing party’s Confidential Information, and shall not disclose to use any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted other than the exercise of the receiving party’s rights, or as otherwise permitted, under this Agreement. The foregoing (a) receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information as it would customarily take to preserve the confidentiality of its own similar type of confidential information and shall not be applicable to any information that is publicly available when provided by disclose the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any disclosing party’s Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationswithout the prior written consent of the disclosing party, and (c) shall not prevent disclosures except as expressly permitted or required under applicable lawhereunder. The receiving party may disclose the Confidential Information to (i) any of its employees, rule or regulation subject to compliance agents, independent contractors and sublicensees who need it in connection with the following. If a Receiving Party becomes legally compelled (this Agreement and are bound in writing by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable restrictions regarding disclosure and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion use of the Confidential Information which comparable to and no less restrictive than those set forth herein or (ii) the extent it is legally required in response to a valid order of a court or other Governmental Authority or to otherwise comply with Applicable Law; provided that, in the reasonable opinion case of its counselclause (ii), the receiving party shall first provide written notice to the disclosing party and to exercise commercially reasonable efforts reasonably cooperate with the disclosing party to obtain a protective order or other reliable assurance that measures preserving the confidential treatment will be accorded to that portion of the such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes for which the order was issued or is being furnished otherwise required by Applicable Law. (b) The terms and conditions of this Agreement shall be deemed Confidential Information for the purposes of this Agreement; provided that each Party may disclose the terms and conditions of this Agreement: (i) in confidence, to its accountants, banks and present and prospective financing sources and their advisors; (ii) in connection with the enforcement of this Agreement or disclosedrights under this Agreement; (iii) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction involving such Party; (iv) in confidence, to its Affiliates; (v) in confidence, to its third party independent contractors who have a need to know, solely in connection with their provision of services to such Party; (vi) as required by applicable securities laws or the rules of any stock exchange on which securities of such Party are traded or any other Applicable Law; or (vii) as mutually agreed upon by the Parties in writing.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure to, or use of any Confidential Information to by, any third party, such as attorneys, accountants and other advisers, solely for the extent necessary to render purpose of rendering the services under, or perform performing the obligations pursuant to to, this Agreement, provided that any such disclosure to a third party is made subject to confidentiality obligationsobligations equally or more restrictive than those contained herein, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation regulation, subject to compliance with the following. : If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselrequired, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. The Adviser agrees not to make use of the investment decisions or recommendations of the Sub-Adviser, other than with respect to the Portfolio(s), without the written consent of the Sub-Adviser. In addition, each party shall use its best efforts to ensure that any of its agents or affiliates who may gain access to Confidential Information shall be made aware of its proprietary nature and shall likewise treat it as confidential.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 4.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 4.1 and to enforce specifically the terms and provisions of this Section 4.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 4.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non- use obligations at least as restrictive as those set forth herein. In addition, Reseller shall be permitted to provide access to Appgate’s Confidential Information to an End User to the extent necessary in connection with the resale, or attempted resale, of Products and/or Services to such End User, provided, that, such End User (a) is made aware of the Confidential Information’s confidential nature and (b) is subject to confidentiality and non- use obligations at least as restrictive as those set forth herein. Each receiving party agrees not prevent disclosure to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or use prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall be deemed or construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 11, neither receiving party’s obligations under this Section 11 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 11 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 11 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 11 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 11 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 11 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 11 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by representatives. Reseller will also be responsible for any violation of the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection 11 by an End User.

Confidentiality. Each party to During the Term of this Agreement agrees that it and for five (5) years thereafter, each Party shall treat maintain in strict confidence the Confidential Information (as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advicedefined below) provided to it (“Receiving Party”) by of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Each Party shall not be used by use the Receiving Confidential Information of the other Party for any purpose other than the purposes expressly permitted by this Agreement, and shall not permitted disclose such Confidential Information to any third party (including in connection with any publications, presentations or other disclosures) except to its employees, agents or advisors (“Representatives”) who have a need to know such Confidential Information to perform such Party’s obligations under this Agreement. The foregoing (a) Each Party shall ensure that any Representative to whom it discloses the other Party’s Confidential Information is informed of the confidential nature of and duty not to disclose the information, and is obligated under written obligation to maintain the confidentiality thereof on terms at least as restrictive as those set forth herein. Each Party shall be applicable to responsible for any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention breach of this Agreement or any confidentiality obligation known by its Representatives, which shall be considered a breach by such Party. Under no circumstances shall the receiving Party use the disclosing Party’s Confidential Information for its own commercial advantage to the Receiving detriment of the disclosing Party. Each Party may disclose such of the Confidential Information of the other Party as may be required by the order of a court of competent jurisdiction or by any governmental authority having jurisdiction, (b) shall not prevent provided that prior to any such disclosure or use of the Party required to disclose shall, to the extent permitted by Law, notify the other Party prior to disclosing any Confidential Information and provide such other Party with a reasonable opportunity to contest or limit the scope of the required disclosure and obtain any protective orders as may be appropriate. In the event the disclosure is nonetheless compelled, the Party making the disclosure shall only disclose the information to the extent necessary required to render comply with the services Law. Upon termination or perform the obligations pursuant to expiration of this Agreement, provided or upon request, a Party shall destroy or return all Confidential Information of the other Party and certify in writing that any disclosure such return (or destruction) has been completed; provided, however, that each Party shall be entitled to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests retain one archival copy of such Confidential Information solely for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice purposes of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving monitoring such Party’s compliance with the provisions of its obligations under this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedARTICLE 12 - .

Confidentiality. Each party Without limiting any other rights or obligations of the Parties under the Separation and Distribution Agreement or any other Ancillary Agreement: (a) Any information or materials relating to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information the Licensed IP of a Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” disclosed or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available any member of its Group or their respective Representatives to the other than in contravention of this Agreement Party (the “Receiving Party”) or any confidentiality obligation known to member of the Receiving Party’s Group or their respective Representatives under or in connection with this Agreement, or is otherwise is in the possession or under the control of the Receiving Party or any member of the Receiving Party’s Group (such information and materials, collectively, “IP Agreement Information”), shall be deemed confidential and proprietary information concerning the Disclosing Party or a member of the Disclosing Party’s Group or their respective businesses for purposes of Section 6.9(a) of the Separation and Distribution Agreement; (b) shall not prevent The Receiving Party’s use and disclosure or use of any Confidential IP Agreement Information to the extent necessary reasonably required to render the services exercise its rights (including pursuant to Section 2.01) or perform its obligations under this Agreement shall be deemed a purpose expressly permitted under this Agreement for purposes of Section 6.9(a) of the obligations pursuant to this Separation and Distribution Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and ; (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a The Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (Party’s disclosure of IP Agreement Information to the extent practicable required to file, prosecute or maintain registrations or applications for registration with respect to its intellectual property or to prosecute or defend against litigation shall be deemed purposes expressly permitted under this Agreement for purposes of Section 6.9(a) of the Separation and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Distribution Agreement. If that protective order or other remedy is not obtained by the date ; provided, however, that the Receiving Party must comply shall use reasonable best efforts to secure confidential treatment any IP Agreement Information disclosed pursuant to this clause (c); and (d) The Receiving Party’s disclosure of IP Agreement Information in communications with bona fide existing or prospective acquirers, merger partners, lenders, investors, licensees, sublicensees or collaborators, in each case solely on a need to know basis and under confidentiality restrictions substantially equivalent to those applicable to the requestReceiving Party under this Agreement and the Separation and Distribution Agreement, or if shall be deemed a purpose expressly permitted under this Agreement for purposes of Section 6.9(a) of the Separation and Distribution Agreement; provided, however, that the Receiving Party shall be responsible to the Disclosing Party waives compliance with the provisions for any violation of such confidentiality restrictions by any Person receiving IP Agreement Information under this clause (d). For clarity, nothing in this Section 3.03 is intended or shall be construed to permit Licensee or any member of its Group to sell, transfer, disclose or otherwise provide or make available to any Third Party any source code that is included in Licensor’s Licensed IP or otherwise delivered under Section 2.03 of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement hereto agrees that it shall treat as confidentialin confidence all documents, materials and not disclose to any third party, any other information (including the Sub-Adviser’s investment advice) provided to that it (“Receiving Party”) by shall have obtained regarding the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including during the investment activities or holdings course of the Portfolio(s) performance of this Agreement and the transactions contemplated by this Agreement that the receiving party should reasonably recognize as being of a confidential nature (collectively, “Confidential Information”) except to ). Except in the extent expressly permitted or required under applicable laws and regulations. All course of providing the Services pursuant hereto, Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used communicated to any third party (other than to the parties’ respective counsel, accountants, financial advisors, consultants or lenders or employees who need to know such Confidential Information). No Person shall use any Confidential Information in any manner whatsoever except solely for the purpose of carrying out the transactions contemplated by the Receiving Party for any purpose not permitted under this Agreement or as otherwise contemplated by this Agreement. The foregoing (a) obligation of each party to treat Confidential Information in confidence shall not be applicable apply to any information that (a) is publicly available when on the date hereof in such party’s possession; provided by that such information is not known to such party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement party or any confidentiality obligation known third party and such information may be disclosed pursuant to the Receiving Party, Separation and Distribution Agreement; (b) is on the date hereof or hereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by such party or its agents; (c) is on the date hereof or hereafter becomes available to such party on a non-confidential basis from a source other than the other party or any of the other party’s agents; provided that (i) such source is not known by the receiving party to be subject to a confidentiality agreement with, or other obligation of secrecy to, the disclosing party or any third party and (ii) such information may be disclosed pursuant to the Separation and Distribution Agreement or (d) can be shown by such party to have been independently developed by such party and such information may be disclosed pursuant to the Separation and Distribution Agreement. The foregoing confidentiality and nondisclosure obligations shall not prevent disclosure or use of any Confidential Information apply to the extent necessary any such Confidential Information is required to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under be disclosed by applicable law; provided that, rule or regulation subject to compliance with in such event, the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) party required to disclose any Confidential Information, such information provides the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party other party with prompt advance notice of that request(s) such required disclosure so that such other party shall have the Disclosing Party may opportunity, if it so desires, to seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedremedy.

Confidentiality. Each party to this Agreement The Subscriber acknowledges and agrees that (i) it has received and will in the future receive Confidential Information, (ii) such Confidential Information contains trade secrets and may be proprietary in nature, (iii) disclosure of such Confidential Information to third parties is not in the best interest of any of the Fund Parties or the Partners and (iv) disclosure of such Confidential Information would cause substantial harm and damages to the Selected Fund, the General Partner, the Investment Adviser or their respective affiliates. The Subscriber represents and warrants that, except as disclosed to the General Partner in writing, it is not subject to any law, governmental rule, regulation or legal process in any jurisdiction (including, without limitation, lawsuits, subpoenas administrative proceedings or FOIA, or any comparable laws or regulations of any US or non-US jurisdiction) requiring the Subscriber to disclose (on receipt of a request to do so or otherwise) any information relating to the Selected Fund or the Subscriber’s investment in the Selected Fund (collectively, “Disclosure Laws”). The Subscriber hereby represents and warrants that, except as previously disclosed in writing to the General Partner, it has taken all actions and obtained all consents necessary to enable it to comply with any confidentiality provisions of the applicable Partnership Agreement. The Subscriber hereby agrees to maintain any Confidential Information provided to it in the strictest confidence and not to disclose or cause to be disclosed any Confidential Information to any third party other than as expressly authorized pursuant to the applicable Partnership Agreement. The Subscriber will not use any Confidential Information it receives for any purpose other than purposes reasonably related to the Subscriber’s investment in the Selected Fund. Any information provided to a person at the direction or request of the Subscriber shall treat be treated for purposes hereof and for purposes of the applicable Partnership Agreement as confidentialinstead having been provided to such person by the Subscriber, and such deemed disclosure by the Subscriber shall be subject to all of the limitations and other provisions hereunder and in the applicable Partnership Agreement relating to Confidential Information. The Investor has not disclose reproduced, duplicated or delivered Confidential Information to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) except as expressly authorized by the General Partner. Notwithstanding the foregoing, the Subscriber (and each employee, representative or other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings agent of the Portfolio(sSubscriber) (collectivelymay disclose to any and all persons without limitation of any kind, “Confidential Information”) except to the extent expressly permitted or required under applicable laws tax treatment and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing tax structure of (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, Fund and (b) shall not prevent disclosure or use any of its transactions, and all materials of any Confidential Information kind (including opinions or other tax analyses) that are provided to the extent necessary Subscriber relating to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, such tax treatment and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedtax structure.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance the extent possible will reasonably ask that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. Nothing in this Agreement limits the ability of the Sub-Adviser to discuss or market publicly or to third parties its investment strategy or the holdings (including securities and their weightings) that it recommends or may recommend for client accounts, even if such holdings are the same as, similar to, or different from the Portfolio’s(s’) holdings.

Confidentiality. Each (a) Confidential Information of each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) will be used by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including solely for the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly purposes permitted or required under applicable laws and regulationsby this Agreement. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not disclosing party, will be used received and held in confidence by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Each party acknowledges that, except for the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of rights expressly granted under this Agreement, it will not obtain any rights of any sort in or to the Receiving Party agrees Confidential Information of the other party as a result of such disclosure and that any such rights must be the subject of separate written agreement(s). (b) Each party will restrict disclosure of the other party’s Confidential Information to furnish only those of its employees and consultants to whom it is necessary or useful to disclose such Confidential Information in connection with the purposes permitted under this Agreement. Each party shall use reasonable efforts, including at least efforts commensurate with those employed by the party for the protection of its own Confidential Information, to protect the Confidential Information of the other party. For the avoidance of doubt, it is understood and agreed that portion Jastec may provide Confidential Information of ViewRay pursuant to this Section 6.2 to: (i) representatives of its parent company Kobe Steel as necessary or useful to obtain research and development support and (ii) third party component suppliers as necessary or useful to obtain components for the manufacture of the Product, provided such third party component suppliers are subject to a written confidentiality agreement containing terms consistent with the terms of this Section 6.2 with respect to the protection of the other party’s confidential information. (c) Nothing herein shall prevent a receiving party from disclosing all or part of the Confidential Information which is legally required of the other party in response to a court order or other legal proceeding requesting disclosure of same; provided, the reasonable opinion party that receives such order or process provides prompt notice to the disclosing party before making any disclosure (to the extent possible) and permits the disclosing party to oppose or narrow such request for disclosure and supports any of its counsel, and to exercise commercially the disclosing party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded oppose such request (at disclosing party’s expense), and only to that portion the extent necessary to comply with such request. Disclosure of the Confidential Information which is being furnished or disclosedpursuant to this Section 6.2(c) will not alter the character of that information as Confidential Information hereunder.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsobligations and is not inconsistent with applicable law and the Trust’s policies, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, counsel and to exercise commercially reasonable efforts to obtain a protective order or other request reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party This Trust Agreement and certain information relating to this Agreement agrees that the Trust is "Confidential Information" pursuant to applicable federal and state law, and as such it shall treat as confidential, be maintained in confidence and not disclosed, used or duplicated, except as described in this Section. If it is necessary for the Trustee to disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party in order to perform the Trustee's duties hereunder and the Company has authorized the Trustee to do so, the Trustee shall disclose only such Confidential Information as is made necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. The Trustee and the Company shall maintain appropriate information security programs and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Confidential Information shall be returned to the disclosing party upon request. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the disclosing party, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to confidentiality obligationsany limitation, and (c) shall not prevent disclosures expressly permitted restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation. If the receiving party is required under applicable by law, rule or regulation subject according to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesadvice of competent counsel, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to receiving party may do so without breaching this Section, but shall first, if feasible and legally permissible, provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) such pending disclosure so that the Disclosing Party disclosing party may seek an appropriate a protective order or other appropriate remedy and/or or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 6.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 6.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party (a) The Confidentiality Agreement shall automatically terminate in connection with the Closing without further action by either Party thereto. (b) Following the Closing, each Seller shall, and shall cause his, her or its respective Representatives and Affiliates (each of the foregoing, collectively, “Seller Related Parties”) to, (i) maintain the confidentiality of, (ii) not use, and (iii) not divulge to this Agreement agrees that it shall treat as any Person, any confidential, and not disclose to any third party, any non-public or proprietary information included in the Acquired Assets (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) ), except with the prior written consent of Buyer, or as may be required by applicable Law; provided that such Seller and its Seller Related Parties shall not be subject to the extent expressly permitted or required under applicable laws and regulations. All such obligation of confidentiality for Confidential Information that a Disclosing Party provides is or becomes generally available to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention public without breach of this Agreement by such Seller or its Seller Related Parties. If Seller or any confidentiality obligation known Seller Related Party shall be required by applicable Law to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose divulge any Confidential Information, the Receiving such Seller or its Seller Related Party agrees to shall provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party Buyer with prompt written notice of that request(s) each such request so that the Disclosing Party may Buyer may, at Buyer’s sole expense, seek an appropriate protective order or other appropriate remedy and/or waive remedy, and such Seller or Seller Related Party shall reasonably cooperate with Buyer to obtain a protective order or other remedy; provided that, in the Receiving Party’s compliance with the provisions of this Agreement. If event that a protective order or other remedy is not obtained by the date that the Receiving obtained, such Seller or Seller Related Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to shall furnish only that portion of the such Confidential Information which is legally required which, in the reasonable opinion of its counsel, such Seller or Seller Related Party is legally compelled to disclose and to shall exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the any such Confidential Information which is being furnished or so disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, Agreement and (c) shall not prevent disclosures expressly permitted or in writing by the parties and (d) shall not prevent disclosures required under applicable law, rule or regulation subject regulation, subpoenas or court orders or as requested by regulatory authorities having jurisdiction over a party to compliance with the followingthis Agreement. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlaw and not prohibited by the applicable regulatory or administrative body) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable reasonable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement hereto agrees that it shall treat as confidential, and not disclose to any third party, any confidential all information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (the “Disclosing Party”) to such party (the “Recipient”) or to which the Recipient obtains access and that is marked “Confidential” or that reasonably should be known relates to be confidentialthe Disclosing Party, including the investment activities information regarding its business, financial affairs, operations or otherwise, including without limitation, securities holdings and trading information of the Portfolio(s) a Portfolio or Fund (collectively, “Confidential Information”) except ). In maintaining the confidentiality of the Confidential Information of a Disclosing Party, each Recipient shall exercise the same degree of care that such person exercises with respect to its own Confidential Information of a similar nature, including the extent expressly permitted or required under applicable laws use of customary data protection procedures, and regulationsin no event less than a reasonable degree of care. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party Recipient solely for the purpose of rendering or receiving services pursuant to this Agreement and shall not be disclosed to any purpose not permitted party other than such Recipient’s (i) employees and contractors who have a need-to-know for purposes of performing such Recipient’s obligations under this Agreement, provided, that, such persons and entities are bound by confidentiality provisions at least as stringent as those contained herein, (ii) regulators or examiners, and (iii) auditors and legal counsel, to the extent required in connection with services provided by such parties to Recipient. The Recipient shall notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information of the Disclosing Party of which the Recipient becomes aware. The parties agree that disclosure of Confidential Information of a Disclosing Party may give rise to an irreparable injury to such Disclosing Party inadequately compensable in damages. Accordingly, the 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, in addition to any other legal remedies which may be available. The foregoing (a) obligations of confidentiality and non-disclosure shall not be applicable to any information that the Recipient demonstrates (i) is publicly available when provided or thereafter becomes publicly available, other than through disclosure by the Recipient or any of its affiliates, or that is independently derived by the Recipient without the use of any information provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (bii) shall not prevent disclosure that is required in any legal or use regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation (collectively, “Legal Process”), or (iii) where the Recipient has received the prior written consent of the Disclosing Party. In the event that a Recipient is requested by or pursuant to, or required by, Legal Process to disclose any Confidential Information to the extent necessary to render the services or perform the obligations pursuant of any other party to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationssuch Recipient will, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) legally prohibited, provide the Disclosing Party with prompt notice of that request(s) so that such Legal Process in order to enable the Disclosing Party may Party, at its own expense, to seek an appropriate protective order or other appropriate remedy and/or waive (and, if the Receiving Disclosing Party seeks such order, the Recipient will provide such cooperation as the Disclosing Party shall reasonably request at the Disclosing Party’s compliance expense) to resist or narrow the scope of such request or legal process, or waive compliance, in whole or in part, with the provisions terms of this AgreementSection 10. If In the event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementsuch compliance, the Receiving Party agrees to furnish only that portion of the Confidential Information which may be disclosed as the Recipient, as advised by counsel, is legally required in to disclose and the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance Recipient will request that confidential treatment all such Confidential Information so disclosed will be accorded confidential treatment. Confidential Information disclosed in combination with other information that is not Confidential Information is not deemed to that portion fall within one of the Confidential Information which is being furnished foregoing exceptions by reason of such combination. Furthermore, and notwithstanding anything in this section to the contrary, the Sub-Accounting Agent may aggregate Fund or disclosedPortfolio data with similar data of other customers of the Sub-Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement or any schedule or exhibit hereto shall survive the termination or expiration of this Agreement for a period of three (3) years.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including During the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions term of this Agreement, the Receiving Party parties may communicate to each other certain confidential information to enable Service Provider to perform the services hereunder, and/or Service Provider may develop confidential information for Client. Each party agrees (i) to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counseltreat, and to exercise commercially reasonable efforts cause its employees, agents, subcontractors and representatives, if any, to treat as secret and confidential, all such information, and (ii) except as necessary in the performance of the Services, not to disclose any such confidential information or make available any reports, recommendations and/or conclusions which Service Provider may make for Client to any person, firm or corporation without first obtaining Client's written approval. The foregoing shall not prohibit or restrict any party from disclosing any information: (a) the disclosure of which is necessary to comply with any applicable laws, including, without limitation, federal or state securities laws, or any exchange listing or similar rules and regulations; (b) the disclosure of which is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction; (c) such information is now, or hereafter is made, generally available to the public other than by disclosure in violation of this Agreement; (d) such information was disclosed to the disclosing party by a third party that the disclosing party, in good faith, believes was not bound by an obligation of confidentiality; or (vi) the parties hereto consent to the form and content of any such disclosure. If any party learns that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, such party shall (1) give prompt notice to the other party prior to making such disclosure and allow such other party, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information, (2) reasonably cooperate with such other party in its efforts to prevent, or other reliable assurance that confidential treatment will obtain a protective order for, such disclosure, and (3) disclose the minimum amount of information required to be accorded disclosed. As requested by Client, Service Provider shall furnish to that portion Client quarterly financial certifications as have been previously provided to Client prior to the closing under the Merger Agreement or as may be requested by Client in connection with its financial reporting requirements. Such financial certifications shall be in the same or substantially similar form and substance as previously provided (or in such form and substance as may be reasonably required by Client), and shall be signed by a senior financial officer of the Confidential Information which is being furnished or disclosedService Provider.

Confidentiality. Each party a. The Participant shall, and shall direct his or her Affiliates and their respective directors, officers, members, stockholders, partners, employees, attorneys, accountants, consultants, trustees and other advisors (the "Participant Parties") who have access to this Agreement agrees that it shall treat as confidential, Confidential Information to keep confidential and not disclose any Confidential Information to any third partyPerson, any information (including other than a Participant Party who agrees to keep such Confidential Information confidential in accordance with this Section lofthis Exhibit A, without the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings express consent of the Portfolio(s) (collectivelyCompany, “Confidential Information”) except to unless: i. such disclosure shall be required by applicable law; ii. such disclosure is reasonably required in connection with any tax audit involving the extent expressly permitted Company or its Affiliates; iii. such disclosure is reasonably required under applicable laws and regulationsin connection with any litigation against or involving the Company; or iv. All Confidential Information such disclosure is reasonably required in connection with any proposed Transfer of all or any part of the Participant's RSUs; provided that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable with respect to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or such use of any Confidential Information referred to in this clause (iv), advance notice must be given to the extent necessary Company so that it may require any proposed transferee to render enter into a confidentiality agreement with terms substantially similar to the services terms of this Section 1 of this Exhibit A (excluding this clause (iv)) prior to the disclosure of such Confidential Information. b. In the event that the Participant or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party Participant Party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any of the Confidential Information, the Receiving Party agrees Participant shall use reasonable efforts to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party Company with prompt written notice of that request(s) so that the Disclosing Party Company may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, and the Receiving Party agrees Participant shall use reasonable efforts to cooperate with the Company in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this Section 1 of Exhibit A, the Participant and the Participant Parties shall furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, and to shall exercise commercially all reasonable efforts to obtain a protective order or other reasonably reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information shall be accorded confidential treatment. c. Notwithstanding anything in this Agreement to the contrary, the Participant may disclose to any subsequent employer the restrictions to which the Participant is being furnished or disclosedsubject to pursuant to this Agreement.

Confidentiality. Each (a) The terms of this Lease shall be confidential. Either party hereto may designate as confidential certain materials, maps, documents and other information exchanged in fulfilling the terms and intent of this Lease. In addition, in connection with the provision of material and/or services to this Agreement agrees that BNSF by Pathnet, or to BNSF, BNSF and/or Pathnet may discover or otherwise come into contact with specifications, drawings, computer programs, and/or technical or business information which BNSF or Pathnet has clearly identified as confidential. All construction plans, drawings and specifications, including, without limitation, all proposed Construction Drawings, Final Construction drawings and as-built plans and all information about the location of the Fiber Optic Facilities, will constitute confidential information. (b) Unless confidential information was previously known free of any obligation to keep it confidential, or has been or is subsequently made public, it shall treat be handled in confidence by BNSF and Pathnet and shall be disclosed only upon a need to know basis, such terms and conditions as may be mutually agreed upon in writing by the parties hereto, or as required by law. BNSF and Pathnet shall advise those employees, agents, and contractors who may have contact with such information, of the obligation to keep such information confidential, and not will use their best efforts to avoid unauthorized disclosure of such information. Notwithstanding the foregoing, either party may disclose confidential information to any third partythe extent required by applicable law or regulations, any information (including provided that the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by disclosing party has notified the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelydisclosing party's obligation to disclose, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure the non-disclosing party has had an opportunity to a third party is made subject to confidentiality obligations, and contest such disclosure. (c) shall not prevent disclosures expressly permitted In the event of an actual or required under applicable lawthreatened disclosure of such information by either party hereto which might cause irreparable harm to the other party hereto, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesit is agreed that monetary remedies available at law may be inadequate and, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationtherefore, the Receiving Party agrees aggrieved or threatened party hereto shall be entitled to provide receive injunctive relief as an equitable remedy. (to d) Notwithstanding anything else herein, the extent practicable and not prohibited obligations of the parties hereto under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions this Section 26 shall survive termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions Lease for a period of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedthree years.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose shall undertake commercially reasonable efforts to any third partycause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Parties in strict confidence, with at least the same degree of care that applies to such Party’s own confidential and proprietary information (and in no event less than a reasonable degree of care) and shall not use such Confidential Information except as reasonably necessary for the conduct of the business of a Party, and shall not release or disclose such Confidential Information to any other Person, except its Representatives on a need-to-know basis under confidentiality obligations no less restrictive than in this Agreement, or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a governmental authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that (i) the disclosing Party would not prevent disclosures expressly permitted have an adequate remedy at law for the breach by the receiving Party of any one or required under applicable lawmore of the covenants contained in this Section 5.1 and (ii) Oasis would not have an adequate remedy at law for the breach of any one or more of the covenants of the Partnership Group contained in Article III, rule or regulation subject to compliance with and agrees that, in the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationevent of such breach, the Receiving disclosing Party agrees to provide (or Oasis, respectively, may, in addition to the extent practicable other remedies that may be available to it, apply to a court for an injunction to prevent any further breaches and not prohibited under applicable law) to enforce specifically the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the terms and provisions of this Agreement. If that protective order or Notwithstanding any other remedy is not obtained section hereof, to the extent permitted by the date that the Receiving Party must comply with the requestapplicable law, or if the Disclosing Party waives compliance with the provisions of this Section 5.1 and Article III shall survive the expiration or termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s Advisers’ investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sFund(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential(a) After the Closing Date, Sellers will not, and Sellers will use reasonable commercial efforts to cause its Affiliates not disclose to, use for its or their own benefit or divulge or convey to any third partyThird Party, any information Buyer or Parent Confidential Information relating to the Business or the Assets. (including b) After the Sub-Adviser’s investment adviceClosing Date, Buyer and Parent will not, and Buyer and Parent will use reasonably commercial efforts to cause its Affiliates not to, use for its or their own benefit or divulge or convey to any Third Party, any Sellers Confidential Information. (c) provided Notwithstanding the foregoing, neither Sellers nor Buyer or Parent shall be deemed to have violated this Section 6.3 if it or any of its Affiliates receives a request to disclose all or any part of the Buyer or Parent Confidential Information or Sellers Confidential Information, as applicable, in a legal proceeding or under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body, and it or such Affiliate, to the extent not inconsistent with such request and to the extent time reasonably allows: (“Receiving Party”i) by notifies the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sexistence, terms and circumstances surrounding such request; and (ii) (collectively, “Confidential Information”) except to furnishes only such portion of the extent expressly permitted Buyer or required under applicable laws and regulations. All Parent Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Sellers Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy as applicable, which it is not obtained advised by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which its counsel is legally required in the reasonable opinion of its counsel, obligated to be disclosed and to exercise commercially exercises reasonable efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to the disclosed Buyer Confidential Information or Sellers Confidential Information, as applicable. (d) For purposes of this Agreement, “Sellers Confidential Information” consists of all information, knowledge or data that portion is not related solely to the Business, Assets or the Purchased Contracts and that is not in the public domain or otherwise publicly available which are treated as confidential by Sellers as of the date hereof, provided, that Sellers Confidential Information which shall not include information that: (i) enters the public domain or becomes publicly available, so long as neither Buyer nor any of its Affiliates, directly or indirectly, improperly causes such information to enter the public domain, (ii) after the date of this Agreement becomes known to Buyer or any of its Affiliates on a non-confidential basis from a source that is being furnished not prohibited from disclosing such information to Buyer or disclosedsuch Affiliate by a contractual or other legal duty owed to Sellers, or (iii) after the date of this Agreement is developed independently by Buyer or any Affiliate of Buyer without violation of this Agreement.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law, regulation or regulatory requirement) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. Notwithstanding anything to the contrary in the foregoing, no such notice shall be required in respect of any disclosure to any bank regulatory authority having jurisdiction over the party receiving such a request. Notwithstanding anything in the Agreement to the contrary, to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Portfolio(s) (including, but not limited to, the identity and market value of the Portfolio(s)), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Portfolio(s) in accordance with the terms of this Agreement.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of another Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with the performance of the Services hereunder, and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a governmental authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is nonetheless legally compelled to disclose such Confidential Information, or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure portion of Confidential Information required to a third party is made subject to confidentiality obligations, and be disclosed by the subpoena or other demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 8.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, to the fullest extent permitted or required under by applicable law, rule or regulation subject apply to compliance with a court for an injunction to prevent breaches of this Section 8.1 and to enforce specifically the followingterms and provisions of this Section 8.1. If a Receiving Party becomes legally compelled (by interrogatoriesNotwithstanding any other section hereof, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 8.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. (a) The Shelter Management Agency recognizes that during the term of this Agreement, sensitive data will be procured and made available to it and agents and others working for or under the Shelter Management Agency. Further Shelter Management Agency also recognizes that any improper and unauthorized disclosure or usage of the data by any such recipient may constitute a breach of applicable laws causing harm not only to the DUSIB but also to the concerned citizens. The Shelter Management Agency shall demonstrate utmost care, sensitivity and strict confidentiality in respect of all such information. (b) Each party Party agrees as to any Confidential Information disclosed by a Party to this Agreement agrees that it shall treat as confidential, and not disclose (the "Discloser") to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party Party to this Agreement (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known the "Recipient"): i. to be confidentialtake such steps necessary to protect the Discloser's Confidential Information from unauthorized use, including reproduction and disclosure as the investment activities or holdings Recipient takes in relation to its own Confidential Information of the Portfolio(s) (collectivelysame type, “Confidential Information”) except but in no event less than reasonable care; ii. to the extent expressly permitted or required under applicable laws and regulations. All use such Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by only for the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention purposes of this Agreement or any confidentiality obligation known as otherwise expressly permitted or expressly required by this Agreement or as otherwise permitted by the Discloser in writing; iii. not, without the Discloser's prior written consent, to copy the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this Agreement, or as required in connection with Recipient's use as permitted under this Clause, or as needed for the extent necessary to render the services or perform the obligations pursuant to purposes of this Agreement, provided that any disclosure to proprietary legends and notices (whether of the Discloser or of a third party is made subject party) are not removed or obscured; iv. not, without the Discloser's prior written consent, to confidentiality obligationsdisclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under this Agreement; v. limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees so involved to protect the Confidential Information and materials in the manner prescribed in this Agreement; and vi. upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, promptly inform the Discloser of such disclosure in writing and immediately return to the Discloser all such Information and materials, in whatsoever form, including any and all copies thereof. (c) The restrictions of this Clause shall not prevent disclosures expressly permitted apply to Confidential Information that: i. is or becomes generally available to the public through no breach of this Clause by the Recipient; ii. was in the Recipient's possession free of any obligation of confidence prior to the time of receipt of it by the Recipient hereunder; iii. is obtained by the Recipient independently of any of Discloser's Confidential Information; iv. is rightfully obtained by the Recipient from third parties authorized at that time to make such disclosure without restriction; v. is identified in writing by the Discloser as no longer proprietary or confidential; or vi. is required under applicable to be disclosed by law, rule regulation or regulation subject court order or under the Right to compliance Information Act, or to be furnished to the Parliament and/or its Committees, provided that the Recipient gives prompt written notice to the Discloser of such legal and regulatory requirement to disclose so as to allow the Discloser reasonable opportunity to contest such disclosure. (d) To the extent that such disclosure is required for the purposes of this Agreement, Recipient may disclose Confidential Information to: i. its employees, agents and to any of its affiliates and their respective employees but all of them should in turn be bound to maintain the confidentiality referred to herein on their part ; and ii. its professional advisors and auditors, who require access for the purposes of this Agreement, whom the Recipient has informed of its obligations under this Clause and in respect of whom the Recipient has used commercially reasonable efforts to ensure that they are contractually obliged to keep such Confidential Information confidential on terms substantially the same as set forth in this Clause. The Recipient may also disclose Confidential Information to any entity with the following. If a Receiving Discloser's prior written consent. (e) The provisions of this Clause shall survive the expiration or any earlier termination of this Agreement. (f) Confidential Information shall be and remain the property of the Discloser and nothing in this Clause or Agreement shall be construed to grant either Party becomes legally compelled (by interrogatories, requests for information any right or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (license with respect to the extent practicable and not prohibited other Party's Confidential Information otherwise than as is expressly set out in this Agreement. (g) Subject as otherwise expressly provided in this Agreement all Confidential Information in tangible or electronic form under applicable lawthe control of the Recipient shall either be destroyed, erased or returned to the Discloser promptly upon the earlier of: (i) the Disclosing Party with prompt notice written request of that request(sthe Discloser, or, (ii) so that the Disclosing Party may seek an appropriate protective order termination or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions expiry of this Agreement. If that protective order or Notwithstanding the forgoing, all Parties may retain, subject to the terms of this Clause, a reasonable number of copies of the other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives Party's Confidential Information solely for confirmation of compliance with the provisions confidentiality obligations of the Agreement. All the Parties agree that monetary damages would not be a sufficient remedy for any breach of this Clause by the other Party and that the DUSIB and Shelter Management Agency, as appropriate, shall be entitled to equitable relief, including injunction and specific performance as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Clause, but shall be in addition to all other remedies available at law or equity to the damaged Party including the right to terminate this Agreement. (h) In connection with the Services, Shelter Management Agency may from time to time undertake one or more quality assessment reviews for the Receiving Party agrees purpose of improving Project. In order for such reviews to furnish only be xxxxx and candid, for the greatest benefit to DUSIB and Shelter Management Agency, they shall be kept confidential to the greatest extent possible. The Parties agree that portion of the any documentation created in connection with such quality assessment reviews shall be Confidential Information of Shelter Management Agency which is legally required licensed to DUSIB for any internal use except that in no event shall such documentation or the reasonable opinion results of its counsel, and such reviews be discoverable or admissible (or used for any purpose) in any arbitration or legal proceedings against Shelter Management Agency related to exercise commercially reasonable efforts to obtain a protective order the Agreement or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedServices.

Confidentiality. Each The parties acknowledge and agree that to the extent either party to this Agreement agrees that it shall treat as confidential, and not disclose to receives any third party, any proprietary or confidential information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by regarding operations of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ), such Confidential Information represents valuable information to the extent expressly permitted or required under applicable laws and regulations. All party disclosing such Confidential Information that a (the “Disclosing Party provides to a Party’), and the party receiving such Confidential Information (the “Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing Party’) agrees (a) shall not be applicable to disclose any information that is publicly available when provided by Confidential Information of the Disclosing Party or which thereafter becomes publicly available other than in contravention to any third party without the written consent of this Agreement or any confidentiality obligation known to the Receiving Disclosing Party, (b) shall not prevent disclosure or to use any Confidential Information of the Disclosing Party for any purpose, other than to accomplish the transactions contemplated under this Agreement, without the prior written consent of the Disclosing Party, (c) to limit access to the Disclosing Party’s Confidential Information to the extent necessary to render Receiving Party’s employees who are directly involved with the services or perform the obligations pursuant to transactions described in this Agreement, provided (d) to inform each employee to whom the Disclosing Party’s Confidential Information is disclosed of the restrictions as to the use and disclosure of such confidential Information and to ensure that any disclosure to a third party is made subject to confidentiality obligationseach such employee shall observe such restrictions, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processese) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) return all of the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions Confidential Information upon termination of this Agreement. If The restrictions on use and disclosure described above shall not apply to information that protective order or other remedy is not obtained (i) was known to either party prior to disclosure by the date that other party, (ii) is or becomes part of the Receiving Party must comply with public knowledge or literature, through no fault of the requestparty to which it was disclosed, (iii) is subsequently received as a matter of right without restriction or disclosure from a third party lawfully having possession thereof, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required (iv) in the reasonable opinion of its counselcounsel to the Disclosing Party, and is required to exercise commercially reasonable efforts to obtain a protective be disclosed by applicable law or regulation, by order of court or other reliable assurance governmental authority, or pursuant to any listing agreement with, or the rules or regulations of any national securities exchange on which securities of such party are listed or traded; provided, however, that confidential treatment will be accorded prior to that portion of any such disclosure, the Confidential Information which is being furnished Receiving Party shall provide the Disclosing Party with reasonable notice and an opportunity to dispute or disclosedotherwise object to the required disclosure.

Confidentiality. Each party Neither Party shall have the right to disclose the terms of this Agreement agrees that it except as required by law. To the fullest extent permitted by law, except as aforesaid, neither Party shall treat as confidentialdisclose any portion of this Agreement or its Attachments, and not disclose amendments or any other supplement, to any third party, other than to its accountants, attorneys, agents, consultants or permitted assignees without the other Party's prior written consent, and any information (including the Sub-Adviser’s investment advice) provided such accountants, attorneys, agents consultants or permitted assignees shall agree in writing to it (“Receiving Party”) be bound by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention terms of this Agreement or any confidentiality obligation known to Article 27. Without limiting the Receiving Partyforegoing, (b) shall not prevent disclosure or use of any Confidential Information to in the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party event either Party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or legally required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreement, the Receiving Party agrees Parties agree to furnish only that portion exert their reasonable best efforts to request confidential treatment of the Confidential Information which clauses and conditions of this Agreement relevantly designated by either Party as confidential. Without limiting its obligations pursuant to the preceding sentence, Buyer agrees that if it is legally required required, in the reasonable opinion of its counsel, to file publicly or otherwise disclose the terms of this Agreement under applicable federal and/or state securities or other laws, it shall promptly (but in no case less than ten (10) Business Days prior to the proposed filing in question) notify Embraer so that Embraer has a reasonable opportunity to contest or limit the scope of such required disclosure, and Buyer shall request, and shall use its best reasonable efforts to exercise commercially obtain, confidential treatment for such sections of this Agreement as Embraer may designate. Buyer further agrees that it shall not in any circumstances file publicly or otherwise disclose the terms of this Agreement under applicable federal and/or state securities or other laws if it has not complied with its obligations pursuant to the previous sentence. Embraer shall have the right to terminate this Agreement pursuant to Article 23.c if Buyer fails to comply with its obligations pursuant to the previous two sentences (e.g., to notify Embraer that Buyer is required to file or otherwise disclose terms of this Agreement, to request and use its best reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded of sections designated by Embraer as confidential, or to that portion file publicly or otherwise disclose the terms of the Confidential Information which is being furnished or disclosedthis Agreement if it has not complied with its obligations).

Confidentiality. Each Except as hereinafter permitted, Seller and Purchaser each expressly acknowledge and agree that prior to Closing, the transactions contemplated by this Agreement and the terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, partners, directors, shareholders, brokers, lenders, consultants and other Licensee Parties, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Except as expressly provided in this Agreement, Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement agrees that it shall treat as confidential, and not disclose from issuing a press release or making other disclosures with respect to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted otherwise deemed confidential under this Agreement. The foregoing Article XII (a) shall not be applicable in response to any information that is publicly available when provided by the Disclosing Party lawful process or which thereafter becomes publicly available subpoena or other than in contravention valid or enforceable order of this Agreement a court of competent jurisdiction or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure required by law or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, by rule or regulation subject of the Securities and Exchange Commission or the New York Stock Exchange, including without limitation in any filings required by a governmental authority or (d) with respect to compliance with information that has been previously disclosed to the followinggeneral public by Seller or Xxxx-Xxxx Realty Corporation. If In determining whether a Receiving Party becomes legally compelled (disclosure contemplated in the preceding sentence is required by interrogatories, requests for information law or documents, subpoenas, civil investigative demands, applicable regulations by rule or similar processes) to disclose any Confidential Informationregulation of the Securities and Exchange Commission or the New York Stock Exchange, the Receiving Party agrees disclosing party is entitled to provide (to rely upon the extent practicable written advice of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of the parties under the Confidentiality Agreement, and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Article XII will survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement. Any press release issued by either party to this Agreement after the Closing, the Receiving Party agrees to furnish only that portion subject of which is the transaction contemplated by this Agreement (i.e. the sale of the Confidential Information which is legally required Property), shall be in the reasonable opinion form and substance of its counselthe press releases attached hereto as EXHIBIT S-1 or EXHIBIT S-2, as applicable, provided that each party's press release is subject to the review by such party's securities counsel and may be revised if, and to exercise commercially reasonable efforts to obtain the extent, such counsel advises that a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which revision is being furnished or disclosedlegally required.

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third- party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by XXXX, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 5, neither receiving party’s obligations under this Section 5 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 5 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 5 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 5 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 5 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 5 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 5 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedrepresentatives.

Confidentiality. Each (1) Except as otherwise specifically provided in this Article 15.1, neither any Party nor the Joint Venture shall divulge, disclose or communicate, or permit to be divulged, disclosed or communicated, to any unaffiliated third party to this Agreement agrees that it shall treat as confidentialin any manner, directly or indirectly, any Confidential Information, and each Party and the Joint Venture shall ensure that their respective Affiliates, officers, directors, employees (including, without limitation, individuals seconded thereto), agents and contractors (collectively "REPRESENTATIVES") do not divulge, disclose or communicate, or permit to be divulged, disclosed or communicated, to any unaffiliated third partyparty in any manner, directly or indirectly, any information (including Confidential Information. Confidential Information shall remain the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by exclusive and sole property of the other relevant disclosing party (“Disclosing the "PROTECTED PARTY") and shall be promptly returned upon the request of the Protected Party”. (2) that is marked “Confidential” The Parties and the Joint Venture shall only disclose or that reasonably should be known permit to be confidential, including the investment activities or holdings disclosed Confidential Information to those of their respective Representatives who have a need to know such Confidential Information (and then shall only disclose such portion of the Portfolio(sConfidential Information as is necessary) (collectivelyin order to consummate the transactions contemplated herein and to establish or conduct the Joint Venture's business and operations in the ordinary course. Each Party and the Joint Venture shall advise its Representatives of the confidentiality provisions hereunder, “Confidential Information”) except shall require relevant Representatives to sign agreements substantially similar to the extent expressly permitted or required under applicable laws Non-Disclosure and regulations. All Confidential Information that a Disclosing Party provides Non-Compete Contract, and shall be responsible to a Receiving Party shall not be used by the Receiving Protected Party for any purpose not permitted under this Agreement. The foregoing noncompliance by any such Representative. (a3) shall not be applicable to In the event that any information that is publicly available when provided by Party, the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement Joint Venture, or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure of their respective Representatives is required by applicable law or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to is validly ordered by a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) governmental entity having proper jurisdiction to disclose any Confidential Information, the Receiving Party agrees to affected party shall, as soon as possible in the circumstances, provide (to the extent practicable and not prohibited under applicable law) the Disclosing Protected Party with prompt prior written notice of that request(s) so the disclosure request or requirement, and, if requested by the Protected Party, shall furnish to the Protected Party an opinion of legal counsel that the Disclosing release of all such Confidential Information is required by applicable law. The proposed disclosing party shall seek, with the reasonable cooperation of the Protected Party may seek an appropriate if necessary, a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to shall exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion any Confidential Information disclosed. (4) The Parties and the Joint Venture shall take all other necessary, appropriate or desirable actions to preserve the confidentiality of the Confidential Information which is being furnished Information. (5) This Article 15.1 and the obligations and benefits hereunder shall survive for a period of ten (10) years after the termination or disclosedexpiration of this Contract or the termination, dissolution or liquidation of the Joint Venture or any of the Parties, provided that, however, any information concerning, directly or indirectly, the proprietary trade secrets of the Joint Venture or a Party shall be preserved in confidentiality and be entitled to the obligations and benefits hereunder in perpetuity.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this AgreementSection 4.1, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 4.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 4.1 and to enforce specifically the terms and provisions of this Section 4.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 4.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party Section 14.1 The Parties agree (for and on behalf of themselves and their respective Subsidiaries) that if either Party or its respective Subsidiaries provides confidential or proprietary information to the other Party or its respective Subsidiaries (“Proprietary Information”), such Proprietary Information shall be held in confidence, and the receiving Party or its respective Subsidiary shall afford such Proprietary Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be not less than reasonable care) in order to avoid disclosure to or unauthorized use by any third Party. The Parties acknowledge and agree (for and on behalf of themselves and their respective Subsidiaries) that all information disclosed by either Party or its respective Subsidiaries to the other Party or its respective Subsidiaries in connection with or pursuant to this Agreement agrees shall be deemed to be Proprietary Information, provided that it verbal information is indicated as being confidential or proprietary when given. All Proprietary Information, unless otherwise specified in writing, shall treat as confidentialremain the property of the disclosing Party or its respective Subsidiary, shall be used by the receiving Party or its respective Subsidiaries only for the intended purpose, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialsuch written Proprietary Information, including all copies thereof, shall be returned to the investment activities disclosing Party or holdings its respective Subsidiary or destroyed after the need of the Portfolio(s) (collectively, “Confidential Information”) receiving Party or its respective Subsidiaries for such information has expired or upon the request of the disclosing Party or its respective Subsidiary. Proprietary Information shall not be reproduced except to the extent expressly necessary to accomplish the purpose and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing Party or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party its respective Subsidiary. Section 14.2 The foregoing provisions of Section 14.1 shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party or Proprietary Information which thereafter (i) becomes publicly available other than through the disclosing Party; (ii) is required to be disclosed by a Law or Regulation; (iii) is independently developed by the receiving Party; or (iv) becomes available to the receiving Party without restriction from a third Party. Section 14.3 Notwithstanding Sections 14.1 and 14.2 either Party and its respective Subsidiaries may disclose Proprietary Information to its employees, agents, lenders, funding partners and legal and financial advisors to the extent necessary or appropriate in contravention connection with the negotiation and/or performance of this Agreement or in obtaining financing, provided that each such Party is notified of the confidential and proprietary nature of such Proprietary Information and is subject to or agrees to be bound by similar restrictions on its use and disclosure. Section 14.4 Neither Party shall issue any confidentiality obligation known public announcement or press release relating to the Receiving execution of this Agreement without the prior approval of the other Party, (b) which approval shall not prevent disclosure be unreasonably withheld. Section 14.5 In the event either Party or use its respective Subsidiaries shall be required to disclose all or any part of this Agreement in, or attach all or any Confidential Information part of this Agreement to, any regulatory filing or statement, each Party agrees to discuss and work cooperatively, in good faith, with the other Party, to protect, to the extent necessary to render possible, those items or matters which the services other Party or perform the obligations pursuant to this Agreementits respective Subsidiary deems confidential and which may, provided that any disclosure to a third party is made subject to confidentiality obligationsin accordance with applicable laws, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the be deleted there from. Section 14.6 The provisions of this Agreement. If that protective order Article 14 shall survive expiration or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and for […***…] years thereafter, Manufacturer and Company shall treat as confidential, not use for any purpose other than this Agreement and shall not reveal or disclose to third parties the subject matter of this Agreement and any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by Confidential Information received from the other party (“Disclosing Party”) that is marked “Confidential” as confidential in nature. Any Confidential Information disclosed by either party hereunder to the other party may be used only by employees of the other party or that reasonably should be known its affiliates who agree to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except bound by such party’s obligations hereunder with respect to the extent expressly permitted or required under applicable laws and regulations. All such Confidential Information that and who have a Disclosing Party provides genuine need to a Receiving Party shall not be used know such information for the purposes permitted by the Receiving Party for any purpose not permitted under this Agreement. The foregoing parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such Confidential Information is granted. Nothing herein shall be construed as preventing a receiving party from using and disclosing any Confidential Information as necessary (ai) shall not be applicable in prosecuting or defending litigation in accordance with Section 4.3; (ii) in connection with the initiation and conduct of clinical trials; or (iii) in conducting research and development in accordance with this Agreement including with third party collaborators (if such collaborators are subject to written confidentiality agreements with such party). (b) No public announcement or other disclosure to any information that is publicly available when provided by third party concerning the Disclosing Party existence of or which thereafter becomes publicly available other than in contravention terms of this Agreement shall be made, either directly or any confidentiality obligation known to the Receiving Partyindirectly, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant by either party to this Agreement, provided that except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure. The party desiring to make any such public announcement or other disclosure (pursuant to a third party is made subject to confidentiality obligationslegal requirement, and (cfor recording purposes or otherwise) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance provide the other party with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion written copy of the Confidential Information which is legally required proposed public statement, in the reasonable opinion of its counsel, and reasonably sufficient time prior to exercise commercially reasonable efforts public release in order to obtain a protective order allow such other party to comment upon such announcement or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddisclosure.

Confidentiality. (a) Each party to this Agreement Partner, acting on its own behalf and on behalf of its Affiliates, agrees that it shall treat as confidentialwill hold in strict confidence all information disclosed in connection with this Agreement, including its existence and any information relating to the Partnership, and will not disclose the same to any third partyPerson other than a RSL Permitted Transferee, an APAX Permitted Transferee or other financial investors which are investors in any of the APAX Permitted Transferees (provided that no material non-public information (including with respect to CME will be disclosed unless the Sub-Adviser’s investment advicerecipient is party to a confidentiality agreement) provided to it (“Receiving Party”) by without the prior written consent of the other party Partner unless (“Disclosing Party”i) that such information is marked “Confidential” already, or that reasonably should be known to be confidentialbecomes, including the investment activities or holdings publicly available, through no fault of the Portfolio(sPartner seeking to disclose such information; (ii) (collectively, “Confidential Information”) except to the extent expressly permitted use of such information is necessary or appropriate in making any filing or obtaining any consent required for the consummation of the transactions contemplated in this Agreement under applicable laws and or regulations. All Confidential Information that a Disclosing Party provides ; or (iii) requested or required to a Receiving Party shall not be used disclose such information by the Receiving Party for law or regulation, by any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable court or other judicial authority or pursuant to any information that enquiry or investigation by any governmental authority which is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or lawfully entitled to require any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationssuch disclosure, and (c) shall not prevent disclosures expressly permitted then the Partner so requested or required under applicable law, rule or regulation subject to compliance with shall provide the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party other Partner with prompt notice of that request(s) so that such request or requirement and to the Disclosing Party full extent possible before such disclosure. The parties hereto receiving the above mentioned notice may then either seek an appropriate protective order relief from all or part of such request or requirement, including confidential treatment of any such disclosure if required, or waive the disclosing Partner's compliance with this Agreement with respect to all or part of such request or requirement. The disclosing Partner will cooperate with the attempts of any party hereto to obtain any protective relief which it chooses to seek. If, after any such party has had a reasonable opportunity to seek such relief, it fails to obtain such relief, and, in the opinion of counsel for the Partner seeking to disclose such information, such Partner is legally compelled to disclose any confidential information to such governmental authority, then such Partner may disclose that portion of confidential information which counsel to such Partner advises that it must disclose. (b) The General Partner and the APAX Limited Partner shall consult with each other and shall obtain the consent of the other party prior to issuing or causing the publication of any press release or other appropriate remedy and/or waive the Receiving Party’s compliance public announcement with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestrespect to, or if otherwise make any public statement concerning the Disclosing Party waives compliance with the provisions of transactions contemplated by, this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally except as may be required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order by applicable Law or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedlegal process.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information For a period of five (including 5) years from the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings date of disclosure of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees shall (i) hold the Confidential Information of the Disclosing Party in trust and confidence and avoid the disclosure or release of such Confidential Information to provide any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under this Agreement; provided that, to the extent practicable and not prohibited the Confidential Information constitutes a trade secret under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of protect such information for so long as it qualifies as a trade secret under applicable law. The Receiving Party shall disclose the Confidential Information which of the Disclosing Party only to those of its employees and contractors having a need to know such Confidential Information and shall ensure that such employees and contractors comply with the provisions of this Section. The obligations under this Section shall not apply to information that the Disclosing Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to confidentiality, (b) at the time of disclosure is generally available to the public or after disclosure to the Receiving Party becomes generally available to the public through no breach of this Agreement or other wrongful act by the Receiving Party, (c) has been received from a third party without restriction on disclosure and without breach of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party without regard to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party gives the Disclosing Party prompt notice thereof if the Receiving Party is legally required in permitted to do so. Notwithstanding anything to the reasonable opinion of contrary, Customer acknowledges and agrees that Nginx, its counselemployees and agents shall be free to use and employ their general skills, know-how, and expertise, and to exercise commercially reasonable efforts to obtain a protective order use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or other reliable assurance that confidential treatment will be accorded to that portion skills gained or learned during the course of the Confidential Information which is being furnished or disclosedany Subscriptions and Services performed under this Agreement.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) acknowledges that it will have access to information that is treated as confidential and proprietary by the other party (the “Disclosing Party”) that is marked “Confidential” ), including, without limitation, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or that reasonably should be known to be confidential, including the investment activities or holdings operations of the Portfolio(s) Disclosing Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations). All Any Confidential Information that a the Operator develops in connection with the Website shall be subject to the terms and conditions of this Section 8. The parties agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Disclosing Party provides in each instance, and not to a Receiving Party shall not be used by the Receiving Party use any Confidential Information for any purpose not permitted under except as required in the performance of this Agreement. The foregoing Receiving Party shall notify the Disclosing Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (a) shall not be applicable is or becomes generally available to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available public other than in contravention through the Receiving Party’s breach of this Agreement Agreement; or any confidentiality obligation known (b) is communicated to the Receiving Party, (b) Party by a third party that had no confidentiality obligations with respect to such information. Nothing herein shall not be construed to prevent disclosure or use of any Confidential Information as may be required by applicable law or regulation, or pursuant to the extent necessary to render the services valid order of a court of competent jurisdiction or perform the obligations pursuant to this Agreementan authorized government agency, provided that any the disclosure to a third party is made subject to confidentiality obligations, and (c) shall does not prevent disclosures expressly permitted or exceed the extent of disclosure required under applicable by such law, rule regulation, or regulation subject to compliance with the followingorder. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the The Receiving Party agrees to promptly provide (written notice of any such order to the extent practicable Disclosing Party, and not prohibited under applicable law) in any event sufficiently in advance of making any disclosure to permit the Disclosing Party with prompt notice of that request(s) so that to contest the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementseek confidentiality protections. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions Upon termination of this Agreement, the Receiving Party agrees to furnish only that portion of the return or destroy any Confidential Information which is legally required in the reasonable opinion of its counselpossession, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedincluding copies.

Confidentiality. 6.1 Each party to Party may use the Confidential Information of the other Party only in the performance of this Agreement agrees that it shall treat as confidentialAgreement, and not for no other purpose. Each Party may disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by Confidential Information of the other party Party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialits affiliates, including the investment activities or holdings of the Portfolio(s) and to its and its affiliates’ directors, officers, employees, technical personnel, advisors, consultants, service providers, agents, attorneys, reinsurers, and accountants (collectively, “Confidential InformationRepresentatives”) except as necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under carry out this Agreement. The foregoing (a) shall Each Party agrees that it will disclose such information only to those of its Representatives with a need to know such information for the purposes described herein and each Party agrees to inform its Representatives of the confidential nature of the Confidential Information, to cause such Representatives to observe the terms of this Agreement, and to be responsible for breach of the obligations by such Representatives. For the avoidance of doubt, Representatives of each Party who do not receive or have access to any Confidential Information hereunder will not be applicable bound by or subject to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention terms of this Agreement or any confidentiality obligation known to the Receiving PartyAgreement. In addition, (b) shall not prevent disclosure or use of neither Party hereto will send nor make available any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party not described under this Agreement without first obtaining prior written approval from the other Party. 6.2 Any Party that is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted legally requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any of the Confidential InformationInformation of the Disclosing Party, the Receiving Party agrees to whether in connection with a judicial, administrative or regulatory proceeding in which it or a partner, officer, director, employee or affiliate is involved or as requested or required by regulatory authority or otherwise by law, will provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) prior to disclosing any Confidential Information, unless such notice is prohibited by law or the rules governing the process requiring such disclosure and prior notice will be required only if reasonably practicable, so that the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementobtained, the Receiving other Party agrees to will furnish only that portion of the Confidential Information which of the Disclosing Party that it is advised by legal counsel is legally required in the reasonable opinion of to be disclosed and will exercise its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurance, that confidential treatment will be accorded to that portion of the Confidential Information which of the Disclosing Party. Notwithstanding anything to the contrary in this Agreement, in no event shall this Agreement require receiving party to act in contravention of any legal process, regulatory proceeding or from complying with any law or regulation. 6.3 Upon termination of this Agreement for any reason, DataFix and Client will each, at its option, promptly destroy or return to the other, upon any written request, any and all Confidential Information relating to the other Party in their possession, or in the possession of any of their affiliates, including any copies, reproductions, summaries, analyses or extracts thereof, whether in written or electronic media; provided, however, that neither Party shall be obligated to return or destroy any such information that may be contained in its electronic back-up systems, and each Party may retain copies of the other’s Confidential Information, subject to the confidentiality terms of this Agreement, in accordance with its corporate record retention practices, for legal or regulatory purposes. An officer of the receiving party destroying or returning such Confidential Information shall certify to the Disclosing Party that such return or destruction has taken place, and that all Confidential Information disclosed by Disclosing Party has been so destroyed or returned. Notwithstanding anything in this Section 6.3, certain incidental Confidential Information or information derivative of it that is generated by the DataFix system in the course of performing the Services and that is too embedded within DataFix’s data files to be readily extracted under this Section may be retained indefinitely by DataFix provided that DataFix uses that information solely for the internal purpose of operating its systems and generating data analytics for internal use, and provided that DataFix continues to treat such Confidential Information in accordance with the confidentiality provisions of this Agreement. 6.4 Subject only to the express provisions of this Agreement, as between the Parties each Party is and will be the exclusive owner of all Confidential Information of said Party and all Intellectual Property Rights therein. The Client agrees that as between the Parties, DataFix owns all Intellectual Property Rights that form part of the Services including, without limitation, VoterView and any DataFix branding used in relation thereto. DataFix agrees that as between the Parties, Client owns all Intellectual Property Rights that form part of a Client Data. This Agreement is not a contract of work for hire for the development of intellectual property, and any updates, modifications, upgrades, or revisions that DataFix makes to the Service, VoterView or any of its technology or other information systems shall, as between the Parties, be the property of DataFix. 6.5 The confidentiality obligations set out in this Section 6.0 are in addition to DataFix’s obligation to comply with the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), R.S.O. 1990, c. M.56, all other applicable privacy and personal information laws and any other security and privacy obligations set out in this Agreement. 6.6 DataFix will not use or reproduce Confidential Information from Client other than as reasonably required for the performance of the Services under this Agreement. DataFix will not, without the prior written consent of the Client given on such terms and conditions as it prescribes in its sole discretion, disclose or allow access to the Client Confidential Information to any person, except to only those of its own employees who have a need to know such information solely for the provision of the Services, and who have been advised of its confidential nature and have agreed to be bound by the confidentiality and restricted use provisions in this section. DataFix will take all reasonable precautions against the Confidential Information being furnished used by or discloseddisclosed to any unauthorized person. 6.7 This Section 6.0 shall survive the expiration or earlier termination of this Agreement.

Confidentiality. Each party to The term “Confidential Information” shall mean this Agreement and all data, trade secrets, business information and other information of any kind whatsoever that a Party (“Discloser”) discloses, in writing, orally, visually or in any other medium, to the other Party (“Recipient”) or to which Recipient obtains access and that relates to Discloser. A “writing” shall include an electronic transfer of information by e-mail, over the Internet or otherwise. Each of the Parties, as Recipient, hereby agrees that it shall treat as confidential, and not disclose Confidential Information of the other Party to any third partyparty during or after the Term of this Agreement, any information other than on a “need to know” basis and then only to: (including a) Recipient’s employees; (b) its agents and consultants, provided that all such persons are subject to a written confidentiality agreement that shall be no less restrictive than the Sub-Adviser’s investment adviceprovisions of this Section; and (c) provided to it (“Receiving Party”) as required by law or as otherwise expressly permitted by this Agreement. Recipient shall not use or disclose Confidential Information of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under other than to carry out this Agreement. The foregoing (a) Recipient shall treat Confidential Information of the other Party with no less care than it employs for its own Confidential Information of a similar nature that it does not be applicable wish to any information that is publicly available when provided by the Disclosing Party disclose, publish or which thereafter becomes publicly available other disseminate, but not less than in contravention a reasonable level of care. Upon expiration or termination of this Agreement for any reason or any confidentiality obligation known to at the Receiving Party, (b) shall not prevent disclosure or use written request of any Confidential Information to either Party during the extent necessary to render the services or perform the obligations pursuant to Term of this Agreement, provided that any disclosure Recipient shall promptly return to a third party is made the Discloser, at such Discloser’s direction, all of Discloser’s Confidential Information in the possession of Recipient, subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance in accordance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable terms and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If To the extent legally permitted, Recipient shall notify Discloser of any actual or threatened requirement of law to disclose Confidential Information promptly upon receiving actual knowledge thereof and shall reasonably cooperate with Discloser's reasonable, lawful efforts to resist, limit or delay disclosure. The obligations of confidentiality in this Section shall not apply to any information that protective order (a) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (b) Recipient independently develops without access to Discloser’s Confidential Information; (c) is or becomes known to the public other remedy is not obtained than by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions breach of this Agreement, Section or (d) is rightfully received by Recipient from a third party without the Receiving Party agrees to furnish only that portion obligation of confidentiality. All Confidential Information and any results of processing Confidential Information or derived in any way therefrom shall at all times remain the property of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedDiscloser.

Confidentiality. Each party to this Agreement agrees The parties hereto agree that it each shall treat as confidential, and not disclose to any third party, any confidentially all information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except provided by each party to the extent expressly permitted or required under applicable laws other party regarding its business and regulationsoperations. All Confidential Information that provided by a Disclosing Party provides party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to a Receiving Party this Agreement and, except as may be required in carrying out this Agreement, shall not be used by the Receiving Party for disclosed to any purpose not permitted under this Agreementthird party. The foregoing (a) shall not be applicable to any information (i) that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available available, other than in contravention through a breach of this Agreement or any confidentiality obligation known to the Receiving PartyAgreement, (bii) shall not prevent disclosure or that is independently derived by any party hereto without the use of any Confidential Information to information provided by the extent necessary to render the services or perform the obligations pursuant to other party hereto in connection with this Agreement, provided (iii) that any disclosure is disclosed, upon prior notice to a third the party whose information is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide being disclosed (to the extent practicable that such notice is permissible), in the manner and to the extent required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not prohibited under applicable law) be unreasonably withheld. Notwithstanding the Disclosing Party with prompt notice of that request(s) so foregoing, each party acknowledges that the Disclosing Party other party may seek an appropriate protective order provide access to and use of confidential information relating to the other party to the disclosing party’s employees, affiliates, contractors, agents, professional advisors, auditors or persons performing similar functions, as necessary solely for the purpose of rendering services under this Agreement. Further, each party agrees and represents that in no case would information it provides under this Agreement be used against it in a manner that is adverse to its interests (including its interests in competitive businesses). The Custodian will employ reasonable safeguards designed to protect the Fund’s Confidential Information, which may include but are not limited to the use of encryption technologies, passwords and any other safeguards the Custodian may choose to employ. To the extent that Custodian’s affiliates or other appropriate remedy and/or waive the Receiving Party’s permitted agents or subcontractors have access to Confidential Information, Custodian shall require that such entities are subject to terms governing confidentiality and security of such information that are substantially similar to those set forth in this Agreement. At all times, Custodian shall remain responsible and liable for such entities’ compliance with the provisions terms of Section 20.15. Custodian agrees to notify promptly the Fund of any breach of this Agreement. If that protective order Section 20.12 or other remedy is Section 20.15 and to provide the Fund with details as to the nature and extent of the breach, including, but not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementlimited to, the Receiving Party agrees to furnish only that portion type of confidential or personal information disclosed and the identity of the Confidential Information which is legally required in recipients of such information. To the reasonable opinion of its counselextent reasonably possible, and shareholder information made available to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment third parties by Custodian will be accorded to provided on a non-disclosed basis (that portion is, without information disclosing the identity of the Confidential Information which is being furnished or disclosedshareholder).

Confidentiality. Each party agrees that it will treat confidentially all information provided by the other party regarding such other party’s business and operations, including without limitation, with respect to the Commodity Subadvisor, the investment activities and holdings of the Fund and all information obtained in the ordinary course of performing its activities and duties hereunder about the Fund’s prior, present or potential limited owners. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement agrees that it and, except as may be required in carrying out this Agreement, shall treat as confidential, and not disclose be disclosed to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information (i) that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available available, other than in contravention through a breach of this Agreement or any confidentiality obligation known to the Receiving PartyAgreement, (bii) shall not prevent disclosure or that is independently derived by either party hereto without the use of any Confidential Information information provided by the other party hereto in connection with this Agreement, (iii) that is disclosed, upon prior notice to the party whose information is being disclosed (to the extent such notice is permissible), in the manner and to the extent required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions, as necessary to render solely for the purpose of rendering services or perform the obligations pursuant to under this Agreement, provided that any disclosure to a third party is made each person or entity shall be subject to confidentiality obligationsobligations substantially similar to those set forth herein. If either party becomes aware of a breach of this confidentiality provision, it will notify promptly the other party of such breach and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance provide such details as it deems appropriate and in accordance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to standard of care hereunder regarding the extent practicable and not prohibited of the breach of confidentiality. Each party’s obligations under applicable lawthis clause shall survive for a period of one (1) year following the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order expiration or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party (a) The arbitration, including any settlement discussions between the Parties related to this Agreement agrees that it the subject matter of the arbitration shall treat as confidential, be conducted on a private and not disclose confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration. Neither Party shall communicate any information obtained or disclosed during the course of the arbitration to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such Party in connection with the extent expressly permitted or required under applicable laws arbitration and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information solely to the extent necessary to render for assisting in the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsarbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order or the disclosing Party’s disclosure obligations under Applicable Law, the disclosing Party shall promptly notify the other Party of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled. (b) The award of the Arbitrator and any reasons for the decision of the Arbitrator shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either Party to comply with its disclosure obligations under Applicable Law; (iii) to permit the Parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the Parties to consult with their professional advisors. (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject Provided that Goldcorp first agrees in writing in favour of the Parties to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained be bound by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the confidentiality provisions of this Agreement, including this section 6 of this Schedule “C”, any Party may give Goldcorp notice that a matter under this Agreement is being arbitrated and may provide Goldcorp with all documents and correspondence associated with such arbitration proceeding and Goldcorp shall be entitled to be a party to the Receiving Party agrees to furnish only that portion arbitration proceeding upon the unanimous consent of the Confidential Information which is legally required in Parties or upon the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion determination of the Confidential Information which is being furnished or disclosedarbitrator.

Confidentiality. Each party All Confidential Information shall be held and treated by the Parties and their agents in confidence, used solely in connection with this Agreement, and shall not, except as hereinafter provided, be disclosed without the other Party’s prior written consent. Notwithstanding the foregoing, this Agreement may be disclosed to a third party: (a) for the purpose of effectuating the supply, transmission and/or distribution of Energy or any other product or service to be delivered pursuant to this Agreement agrees that it shall treat Agreement, (b) to regulatory authorities of competent jurisdiction, or as confidentialotherwise required by applicable law, regulation or order, and not disclose (c) to third parties in connection with a merger, acquisition/disposition and financing transactions, or audit, provided that any such third partyparty shall have signed a confidentiality agreement with the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information, any that strictly limit the recipient’s use of such information (including only for the Subpurpose of the subject transaction and that provide for remedies for non-Adviser’s investment advice) provided to it (“Receiving Party”) by compliance. In the other party event that either Party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted requested or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationInformation pursuant to subsection (a) above, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party shall provide the other Party with prompt written notice of that request(s) any such request or requirement, so that the Disclosing other Party may seek an appropriate protective order order, other confidentiality arrangement or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementis requested or required to disclose Confidential Information pursuant to subsection (b) above, the Receiving Disclosing Party agrees shall seek confidential treatment of such information in order to furnish only protect such information from further disclosure. If, failing the entry of a protective order, other confidentiality arrangement or the receipt of a waiver hereunder, the Disclosing Party, in the opinion of counsel, is compelled to disclose Confidential Information, the Disclosing Party may disclose that portion of the Confidential Information which the Disclosing Party’s counsel advises that the Disclosing Party is legally required in the reasonable opinion of its counselcompelled to disclose; provided, and to exercise commercially reasonable efforts to obtain that any such disclosure includes a protective order or other reliable assurance that request for confidential treatment will be accorded to that portion of this Agreement and the request for redaction of the Confidential Information from the copies of this Agreement which is being furnished are placed in the public record or disclosedotherwise made available. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. In addition, to the foregoing, the disclosing Party shall indemnify, defend and hold harmless the other Party from and against any Claims, threatened or filed, and any losses, damages, expenses, attorneys’ fees or court costs incurred by such Party in connection with or arising directly or indirectly from or out of the disclosing Party’s disclosure of the Confidential Information to third parties except as permitted by subsections (a), (b) or (c) above.

Confidentiality. Each party Any information such as specifications, drawings, sketches, business information, forecasts, models, samples, data, computer programs and other software and documentation of one Party (a Disclosing Party) that is furnished or made available or otherwise disclosed to this Agreement agrees that it shall treat as confidentialthe other Party or any of its employees, contractors, agents (its “Representatives” and not disclose to any third partywith a Party, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by the other party pursuant to this Agreement (“Disclosing PartyProprietary Information”) that is shall be deemed the property of the disclosing Party. Proprietary Information, if written, shall be marked “Confidential” or that reasonably should “Proprietary” or by other similar notice, and, if oral or visual, shall be known to be confidential, including confirmed in writing as confidential by the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except Disclosing Party to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used within ten (10) days after disclosure. Unless Proprietary Information was previously known by the Receiving Party for free of any purpose obligation to keep it confidential, or has been or is subsequently made public by an act not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known attributable to the Receiving Party, or is explicitly agreed in writing not to be regarded as confidential, it (bi) shall not prevent disclosure or use be held in confidence by each Receiving Party; (ii) shall be disclosed to only those persons who have need for it in connection with the provision of any Confidential Information services required to the extent necessary to render the services or perform the obligations pursuant to fulfill this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, Agreement and shall be used only for such purposes; and (ciii) shall not prevent disclosures expressly permitted or required under applicable lawmay be used for other purposes only upon such terms and conditions as may be mutually agreed to in advance of use in writing by the Parties. Notwithstanding the foregoing sentence, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) shall be entitled to disclose or provide Proprietary Information as required by any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under governmental authority or applicable law) the Disclosing Party law only in accordance with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions Section 15.4.2 of this Agreement. If that protective order or other remedy is not obtained by the date that the any Receiving Party must comply with the requestis required by any governmental authority or by applicable law to disclose any Proprietary Information, or if then such Receiving Party shall provide the Disclosing Party waives compliance with the provisions written notice of this Agreementsuch requirement as soon as possible and prior to such disclosure. The Disclosing Party may seek appropriate protective relief from all or part of such requirement or if it fails to successfully do so, the Receiving Party agrees to furnish only that portion of may comply with the Confidential Information which is legally required in requirement. The Receiving Party shall not interfere with the reasonable opinion of its counsel, and to exercise commercially reasonable Disclosing party’s efforts to obtain a any protective order or other reliable assurance that confidential treatment will be accorded relief which such Disclosing Party chooses to that portion obtain. In the event of the Confidential expiration or termination of this Agreement for any reason whatsoever, each Party shall return to the other Party or destroy all Proprietary Information which and other documents, work papers and other material (including all copies thereof) obtained from the other Party in connection with this Agreement and shall use all reasonable efforts, including instructing its employees and others who have had access to such information, to keep confidential and not to use any such information, unless such information is being furnished now, or is hereafter disclosed, through no act, omission or fault of such Party, in any manner making it available to the general public.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party, in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a governmental authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is nonetheless legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 7.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, to the fullest extent permitted or required under applicable by law, rule or regulation subject apply to compliance with a court for an injunction to prevent breaches of this Section 7.1 and to enforce specifically the followingterms and provisions of this Section7. 1. If a Receiving Party becomes legally compelled (by interrogatoriesNotwithstanding any other section hereof, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section7.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non-use obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 5, neither receiving party’s obligations under this Section 5 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 5 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 5 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 5 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 5 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 5 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 5 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedrepresentatives.

Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement agrees that it is terminated pursuant to the provisions of Article VIII, each party shall treat as confidential, and not disclose immediately return to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third the disclosing party is made had no knowledge that the disclosing party was subject to confidentiality obligations, and an obligation of confidentiality; (ciii) shall not prevent disclosures expressly permitted is required by law or required under applicable law, rule court order to be disclosed by the parties; or regulation subject to compliance (iv) is disclosed with the followingexpress prior written consent thereto of the other party. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) The parties shall undertake all necessary steps to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so ensure that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreementsubsection (a). If that protective Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or other remedy subpoena to disclose information which is not obtained otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by the date that the Receiving Party must its counsel is necessary to strictly comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective such court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to From and after the date hereof (unless this Agreement agrees that it shall treat as confidentialis terminated in accordance with its terms), and not disclose to any third party, any information each Party (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by will, and will cause its Affiliates to, hold in strict confidence, and will not, and will cause their Affiliates not to, disclose to any third party or use for any purpose, any and all information received from the other party Party (the “Disclosing Party”) that is marked “Confidential” with respect to the other Party, the Divisions, the Assets, the Transaction Documents or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) transactions contemplated thereby (collectively, “Confidential Information”) except to ). Notwithstanding the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to foregoing, a Receiving Party may, and may permit their Affiliates to, disclose Confidential Information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of Law (but subject to the following provisions of this Section, except with respect to disclosure by Seller as required by applicable securities Laws or NASDAQ rules. Seller shall not be used permitted to make all disclosures required by applicable securities Laws or NASDAQ rules notwithstanding the following provisions of this Section), (ii) if the same hereafter is in the public domain through no fault of the Receiving Party or (iii) if the same is later acquired by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information from another source that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality not under an obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information another Person to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the followingkeep such information confidential. If a Receiving Party becomes legally compelled or any of their respective Affiliates is requested or required (by oral questions, interrogatories, requests for information or documentsdocuments in legal proceedings, subpoenassubpoena, civil investigative demands, applicable regulations demand or other similar processesprocess) to disclose any Confidential Information, the such Receiving Party agrees to shall provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party Purchaser with prompt written notice of that request(s) any such request or requirement so that the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection. If that If, in the absence of a protective order or other remedy is not obtained or the receipt of a waiver by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this AgreementParty, the Receiving Party agrees or such Affiliate, as the case may be, nonetheless, based on the written advice of outside counsel, is required to furnish only disclose Confidential Information to any tribunal or in accordance with applicable Law, the Receiving Party or such Affiliate, without liability hereunder, may disclose that portion of such information which such counsel advises the Confidential Information which Receiving Party or such Affiliate it is legally required to disclose. Each Party acknowledges and agrees that money damages would not be an adequate remedy for any breach of their agreements contained in this Section 7.4 and that in addition to any other remedies available to the reasonable opinion Disclosing Party, the Disclosing Party shall be entitled to the remedies of its counselinjunction, specific performance and to exercise commercially reasonable efforts to obtain a protective order other equitable relief for any threatened or other reliable assurance that confidential treatment will be accorded to that portion actual breach of the Confidential Information which is being furnished or disclosedthis Section 7.4.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advicea) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except Except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by (i) inconsistent with the Receiving Party for any purpose not permitted under terms of this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (bii) shall not prevent disclosure or use of any Confidential Information information subject to the terms of the Confidentiality Agreement (defined below) is reasonably necessary for the performance by a Party of any of their respective obligations under this Agreement or (iii) disclosure or use of any information subject to the terms of the Confidentiality Agreement is necessary in connection with the enforcement of any right or remedy relating to this Agreement, the terms of that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated March 18, 2013, by and among WII, and NPC Restaurant Holdings, LLC are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate. If, for any reason, the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (b) Whether or not the Closing occurs, except as otherwise agreed to in writing by the Parties or to the extent necessary to render the services perform its obligations or perform the obligations pursuant to enforce its rights under this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationseach Party hereto shall, and (c) shall not prevent disclosures expressly permitted cause its respective Affiliates and its and their respective Representatives to, keep confidential the existence and terms of this Agreement and the transactions contemplated hereby; provided, however, that if any Party or its Affiliates determines that it is required under by applicable lawLaw or the rules of any stock exchange on which securities of such Party or any of its Affiliates are listed to make any public announcement or disclosure regarding the transactions contemplated hereby, rule nothing in the Confidentiality Agreement or regulation subject this Agreement shall prohibit or restrict such Party and its Affiliates from making any public announcement or disclosure that it determines is necessary or appropriate. Each Party will notify the other Parties prior to compliance making any such announcement and shall reasonably cooperate with the followingother Party in good faith with respect to the timing, manner and content of such announcement. If a Receiving Party becomes legally compelled The Parties acknowledge that (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesi) Parent may be required to disclose any Confidential Information, the Receiving Party agrees to provide (to existence and terms of this Agreement and the extent practicable transactions contemplated hereby and not prohibited under applicable law) information regarding the Disclosing Party with prompt notice of Business in reports that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance Parent files with the provisions of this Agreement. If that protective SEC in order or other remedy is not obtained by the date that the Receiving Party must to comply with the requestits obligations under an indenture relating to outstanding debt securities, or if the Disclosing Party waives compliance (ii) Purchaser and its Affiliates will issue a press release and Parent will file a current report on Form 8-K with the provisions SEC in forms that have been reviewed by Seller to announce the execution and delivery of this Agreement, (iii) Purchaser and its Affiliates will issue a press release and Parent will file a current report on Form 8-K with the Receiving Party agrees SEC to furnish only that portion announce the closing of the Confidential Information which is legally transactions contemplated by this Agreement, and will include a copy of this Agreement as an exhibit to the Form 8-K and include financial statements relating to all restaurants acquired from Seller as an exhibit to an amendment to such Form 8-K to the extent required by the rules of the SEC pursuant to the indenture described above, (iv) Purchaser and its Affiliates are required to provide Pizza Hut, Inc. and Yum! Brands, Inc. with a copy of any Form 8-K to be submitted to the SEC in connection with this Agreement; provided that Pizza Hut, Inc. and Yum! Brands, Inc. agree in writing to keep such information confidential, (v) Purchaser may cause memorandums of lease and sublease covering the Owned Real Property and Leased Real Property to be recorded in the reasonable opinion of local county or applicable authority’s recording or real estate recording office where each such property is located and (vi) Purchaser may be required to make disclosures to its counsel, and financing sources; provided that such financing sources agree in writing to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedkeep such information confidential.

Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange Transaction in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange Transaction and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange Transaction (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement agrees that it is terminated pursuant to the terms hereof, each party shall treat as confidential, and not disclose immediately return to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (A) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aB) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third the disclosing party is made had no knowledge that the disclosing party was subject to confidentiality obligations, and an obligation of confidentiality; (cC) shall not prevent disclosures expressly permitted is required by law or required under applicable law, rule court order to be disclosed by the parties; or regulation subject to compliance (D) is disclosed with the followingexpress prior written consent thereto of the other party. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) The parties shall undertake all necessary steps to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so ensure that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreementsubsection (i). If that protective Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or other remedy subpoena to disclose information which is not obtained otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by the date that the Receiving Party must its counsel is necessary to strictly comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective such court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to During the term of this Agreement agrees that it and for a period of seven (7) years thereafter, each party (as such, a "Receiving Party") shall treat as confidential, and not disclose to any third party, keep in confidence any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by and/or documentation received from or on behalf of the other party (“Disclosing as such, a "Furnishing Party”") that is in written or tangible form and marked “Confidential” or otherwise identified as confidential or proprietary or, if originally disclosed orally or visually, that reasonably should be known is reduced to be confidential, including the investment activities a written document marked or holdings otherwise identified as confidential or proprietary within sixty (60) days of the Portfolio(s) oral or visual disclosure (collectively, “"Confidential Information”) except to "), and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by use the Receiving Party Confidential Information only for any purpose not permitted under purposes of this Agreement. The foregoing (a) Abboxx Xxxfidential Information shall also include, but is not be applicable to limited to, any information disclosed to ArQule concerning Abboxx Xxxpounds, Targets and ArQule Arrays that Abboxx xxx reserved or requested to reserve, and targets for which Abboxx xx or may be screening Abboxx Xxxpounds. ArQule Confidential Information shall also include, but is publicly available when provided by not limited to, any information disclosed to Abboxx xxxcerning the Disclosing Party identity of ArQule Compounds or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use commitment of any Confidential Information to the extent necessary to render the services ArQule Compounds or perform the obligations pursuant to this Agreement, provided that any disclosure ArQule Arrays to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures or an internal ArQule program. Except as expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of provided in this Agreement, the Receiving Party agrees shall not at any time use or permit others to furnish only use any Confidential Information for any purposes, except as may be necessary for the Receiving Party to perform its obligations hereunder. The foregoing obligations shall not apply to, and the definition of "Confidential Information" does not include: (a) information that portion was already in the public domain or subsequent to disclosure to the Receiving Party becomes part of the Confidential Information which is legally required in public domain other than through the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion fault of the Confidential Information which is being furnished Receiving Party; (b) information that was rightfully known by the Receiving Party (as evidenced by its written records) prior to the date of disclosure by or disclosed.on behalf of the Furnishing Party in connection with this Agreement;

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialThe Facility Documents and their respective terms, provisions, supplements and amendments, and not disclose to any third party, any information transactions and notices thereunder (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except are proprietary to the extent expressly permitted or required under applicable laws Lender and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall be held by Borrower in strict confidence and shall not be used by disclosed to any third party without the Receiving Party consent of Lender except for any purpose not permitted under this Agreement. The foregoing (a) shall not disclosure to such party’s Affiliates, directors, attorneys, agents or accountants; provided that such attorneys or accountants likewise agree to be applicable bound by this covenant of confidentiality, or are otherwise subject to any information that is publicly available when provided by the Disclosing Party confidentiality restrictions, or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent upon prior written notice to Lender, disclosure required by law, rule, regulation or use order of a court or other regulatory body, or (c) upon prior written notice to Xxxxxx, disclosure to any Confidential Information approved hedge counterparty to the extent necessary to render obtain any interest rate protection agreement hereunder, or (d) when circumstances reasonably permit, any disclosures or filing of this Agreement required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that in no event shall any Confidential Information other than this Agreement (excluding in all cases the services Pricing Side Letter and all terms set forth therein) be disclosed or perform filed publicly; and provided further that in the obligations case of disclosure by any party pursuant to this Agreementthe foregoing clauses (b), provided that any (c), (d), (e) such disclosure to a third party is made subject to confidentiality obligationsin any party’s financial statements or footnotes as required by such party’s accountants, and Xxxxxx receives prior notice of such disclosure, in accordance with GAAP, and (cf) such disclosures are made to buyers or prospective buyers of such party’s business, and its counsel, accountants, representatives and agents; provided that such disclosure is made pursuant to a non-disclosure agreement acceptable to the non-disclosing party and the disclosing party is responsible for the breach of such non-disclosure agreement. Xxxxxx agrees that neither Confidential Information nor any Confidential Borrower Financials shall be disclosed to any third party without the consent of Borrower; provided, that Lender shall be authorized to disclose Confidential Information and Confidential Borrower Financials, where such disclosure is made (i) in connection with the exercise of rights of Lender under any existing or proposed agreement or transaction between Lender and Borrower, (ii) with the consent of Borrower, (iii) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority), (iv) at the request of a bank examiner in connection with an examination of Lender or its affiliates, or (v) otherwise as required by applicable law or regulation. Notwithstanding anything herein to the contrary, each party (and each employee, representative, or other agent of each party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not prevent disclosures expressly permitted include (i) the identity of any existing or required under applicable lawfuture party (or any Affiliate of such party) to this Agreement or (ii) any specific pricing information or other commercial terms, rule including the amount of any fees, expenses, rates or regulation payments arising in connection with the transactions contemplated by this Agreement. Each of Buyer and each Seller acknowledges and agrees that portions of the Information may be subject to compliance with the following. If a Receiving Party becomes legally compelled Xxxxx-Xxxxx-Xxxxxx Act of 1999 (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesthe “GLB”) to disclose any Confidential Information, the Receiving Party and each party agrees to provide (to treat such information as required by the extent practicable GLB for financial institutions and not prohibited under as required by applicable law) state and local privacy laws notwithstanding the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order termination or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions expiration of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information disclosed to a Party hereunder in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this AgreementSection 5.1, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 5.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 5.1 and to enforce specifically the terms and provisions of this Section 5.1. Notwithstanding any other Section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 5.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including a) A Party receiving Confidential Information (the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by shall maintain the other party confidentiality of all Confidential Information of the Party disclosing the Confidential Information (the “Disclosing Party”) that is marked “Confidential” and shall not release, disclose, divulge, sell or that reasonably should be known to be confidentialdistribute any Confidential Information, including without the investment activities or holdings prior written consent of the Portfolio(s) (collectively, “Confidential Information”) except to Disclosing Party. The Receiving Party may only use and copy the extent expressly permitted or required under applicable laws and regulations. All Disclosing Party’s Confidential Information that a Disclosing Party provides as is necessary to a carry out its activities contemplated by this Agreement and for no other purpose. The Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by may disclose the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any ’s Confidential Information to its employees on a “need to know basis”, provided that it shall first instruct such employees to maintain the confidentiality thereof. Reseller may disclose Confidential Information to End Users to the extent necessary to render carry out the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions intent of this Agreement, but such End Users shall have entered into an End User Licence Agreement. SherWeb may disclose Confidential Information to Third Party Suppliers to the Receiving Party agrees to furnish only that portion extent necessary for the provision of the Products provided by such Third Party Supplier and compliance with its agreements with such Third Party Suppliers. (b) Disclosure of Confidential Information which shall be permitted if such Confidential Information is legally required in the reasonable opinion to be disclosed by law or by any rule, regulation or order of its counsela person having jurisdiction or pursuant to a final order or judgment of a court of competent jurisdiction, and in such case the Parties will cooperate with one another to exercise commercially reasonable efforts attempt, if possible, to obtain a an appropriate protective order or other reliable assurance that confidential treatment will be accorded afforded to such Confidential Information prior to disclosing such Confidential Information. (c) The Parties acknowledge and agree that portion any breach of the Confidential Information terms of this Section 8 will cause irreparable harm and damage to the aggrieved Party. The Parties further agree that each Party shall be entitled to injunctive relief to prevent breaches of this Section 8, and to specifically enforce the terms and provisions of this Section 8, in addition to any other remedy to which is being furnished such Party may be entitled, at law or disclosedin equity.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent expressly permitted legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party’s confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or required under otherwise fully satisfy the subpoena or demand or the requirements of the applicable laws and regulationsGovernmental Authority. All If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this section, the receiving Party may disclose that a Disclosing portion of Confidential Information covered by the notice or demand. (c) Each Party provides acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 6.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a Receiving Party court for an injunction to prevent breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other section hereof, to the extent permitted by applicable law, the provisions of this Section 6.1 shall survive the termination of this Agreement. (d) The foregoing restrictions shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable apply to any information that is publicly available when provided disclosed by the Disclosing Party Energy Capital Partners III-A, LP, a Delaware limited partnership, Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-B (USD IP), LP, a Delaware limited partnership and Energy Capital Partners III-C (USD IP), LP, a Delaware limited partnership to any investor in Energy Capital Partners III, LP or which thereafter becomes publicly available other than in contravention of this Agreement its parallel or any confidentiality obligation known to the Receiving Party, co-investment funds (b“ECP LPs”) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement(including potential ECP LPs), provided that any disclosure to a third party each ECP LP is made subject to bound by customary confidentiality obligationsprovisions, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion informed of the Confidential Information which is legally required in confidential nature of such information and requested to maintain the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedconfidentiality thereof.

Confidentiality. Each party to this Agreement agrees that it The receiving Party shall treat as confidentialconfidential all Confidential Information of the disclosing Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party except to its Affiliates. Without limiting the foregoing, the receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of another party, . The receiving Party shall promptly notify the disclosing Party of any actual or suspected misuse or unauthorized disclosure of the disclosing Party’s Confidential Information. The restrictions set forth in this Article shall not apply to information that is: (including i) Made publicly available through no fault of the Sub-Adviserreceiving Party; (ii) Already in the receiving Party’s investment advicepossession and not subject to a confidentiality obligation to the disclosing Party; (iii) provided to it (“Receiving Party”) Obtained by the other receiving Party from a third party without restrictions on disclosure; (“Disclosing iv) Independently developed by the receiving Party without reference to or use of the disclosing Party”’s Confidential Information; (v) that is marked “Confidential” or that reasonably should be known Required to be confidentialdisclosed by order of a court of competent jurisdiction or other governmental authority; provided, including that the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except receiving Party shall give written notice to the extent expressly permitted disclosing Party prior to such disclosure to enable the disclosing Party to seek a protective order or required otherwise prevent or restrict such disclosure; or (vi) Required to be disclosed or included in any document filed or furnished under the laws, regulations, or stock exchange rules applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party; provided, that such Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention requests confidential treatment of this Agreement if it must be included as an exhibit to such a document and further provided that such disclosure may not substantially exceed the scope or any confidentiality obligation known detail of the disclosure concerning the Original Agreement in GGS’s Registration Statement on Form S-l (#333-136483) unless broader or more detailed disclosure is required under subsequent or other applicable laws, regulations, or rules. Neither Party shall disclose the existence of this Agreement and the purpose thereof without the prior written consent of the other Party. GGS may issue a press release announcing the relationship between the Parties, provided however that Sercel would have approved in advance the text of the relevant press release. Furthermore the Parties acknowledge that due the fact that Sercel’s parent company is listed on Stock Exchange including hut not limited to the Receiving PartyUS stock exchanges and that its legal counsel may consider that this Agreement has to be filed to the Securities Exchange Commission, (b) shall not prevent disclosure or use to other securities exchange commission governing French stock exchanges, as exhibit to their respective periodic or annual reports. Should that be the case, the Parties will then discuss the opportunity to request confidential treatment for certain parts of the Agreement. In the event of any Confidential Information to the extent necessary to render the services actual or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice threatened breach of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Article, the date Parties agree that the Receiving non-breaching Party must comply with the request, will have no adequate remedy at law and shall be entitled to injunctive relief in addition to any other remedies that non-breaching Party may have at law or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedequity.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the In performing their obligations pursuant to this Agreement, provided that any each party may have access to and receive disclosure to of certain confidential information about the other party or parties, including, without limitation, the names and addresses of a third party is made subject to confidentiality obligationsparty’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and the property of the party disclosing the information (c) “Confidential Information”). The parties agree that the term Confidential Information shall include this Agreement, the Program Guidelines, and the Program Materials, as the same may be amended and modified from time to time. Confidential Information of a party hereto shall not prevent disclosures expressly include information in the public domain or that is independently developed by the other party hereto. Lender and CSO agree that Confidential Information shall be used by each party solely in the performance of its obligations under this Agreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any Regulatory Authority. In the event that either party (the “Restricted Party”) is requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenassubpoena, civil investigative demands, applicable regulations demand or similar processesprocess) to disclose any Confidential Information, such party will provide the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party other party with prompt notice of that such request(s) so that the Disclosing Party other party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Restricted Party’s compliance with the provisions of this Agreement. If In the event that the other party does not seek such a protective order or other remedy, or such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives compliance with the provisions of this Agreementother party grants a waiver hereunder, the Receiving Restricted Party agrees to may furnish that portion (and only that portion portion) of the Confidential Information which the Restricted Party is legally required in the reasonable opinion of its counsel, compelled to disclose and to will exercise commercially reasonable such efforts to obtain a protective order or other reliable reasonable assurance that confidential treatment will be accorded any Confidential Information so furnished as a Restricted Party would reasonably exercise in assuring the confidentiality of any of its own confidential information. Notwithstanding anything herein to the contrary, and except as provided in Section 17 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that portion include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Upon request or upon any expiration or termination of this Agreement, each party hereto shall return to the other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the former’s possession which is in any written or other recorded form, including data stored in any computer medium; provided, however, that each party may retain the Confidential Information which is being furnished of the other party (but subject to the requirements of this Section 18) to the extent that such party needs access to such information to continue to perform any of its obligations hereunder or disclosedto broker or service Loans or otherwise perform obligations owed by each party to the other party. Notwithstanding the foregoing, to the extent there are any inconsistencies between this Section 18 and Section 12 above, the provisions of Section 12 above shall control.

Confidentiality. (a) Each party to this Agreement agrees that it shall treat as confidentialParty shall, and shall use its best efforts to cause its Representatives to, (i) keep all Proprietary Information of the other Party confidential and not to disclose or reveal any such Proprietary Information to any third partyperson other than such Party's Representatives and (ii) not use such Proprietary Information other than in connection with the consummation of the transactions contemplated hereby. After the Exchange Closing Date, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialProprietary Information, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsrelated to the Exchange Assets acquired by an Acquiring Party, shall no longer be subject to the restrictions set forth herein. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by The obligations of the Receiving Party for any purpose not permitted Parties under this Agreement. The foregoing (aSection 8.3(a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, full force and effect for three (b3) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by years from the date that hereof and will survive the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees discharge of all other obligations owed by the Parties to furnish only each other and the Exchange Closing Date. (b) Notwithstanding the terms of Section 8.3(a) above, the FE Subsidiaries agree that portion prior to the Exchange Closing, DLC may reveal or disclose Proprietary Information to any other Persons in connection with the Auction; provided that such Persons agree in writing to maintain the confidentiality of the Confidential Proprietary Information in accordance with this Agreement. (c) Upon the other Party's prior written approval (which shall not be unreasonably withheld), either Party or the applicable Winning Bidder may provide Proprietary Information of the other Party to the PUCO, PaPUC, SEC, FERC or any other Governmental Authority with jurisdiction or any stock exchange, as may be necessary to obtain Required Regulatory Approvals, or to comply generally with any relevant law or regulation. The disclosing Party, or the applicable Winning Bidder (as required by the respective Auction Agreement), will seek confidential treatment for the Proprietary Information provided to any Governmental Authority and the disclosing Party, or the Winning Bidder (as required by the respective Auction Agreement), will notify the other Party as far in advance as is legally required in the reasonable opinion practicable of its counsel, and intention to exercise commercially reasonable efforts release to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedany Governmental Authority any Proprietary Information.

Confidentiality. Each (a) All Confidential Information disclosed by a party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving PartyDiscloser”) by to the other party (the “Disclosing PartyRecipient”) that is marked “Confidential” or that reasonably should be known to be confidential, including in connection with the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party contemplated by this Agreement shall not be used by the Receiving Party for any purpose not permitted under Recipient except in connection with the activities and licenses contemplated by this Agreement. The foregoing (a) , shall be maintained in confidence by the Recipient under reasonable measures no less protective than those measures used by the Recipient to protect its own Confidential Information, and shall not otherwise be applicable disclosed by the Recipient to any information other Person. (b) Notwithstanding Section 6.2(a), a Recipient may disclose the relevant aspects of the Discloser’s Confidential Information to its officers, agents, employees and contractors to the extent that such disclosure is publicly available when reasonably necessary for the performance of its duties and obligations under the Agreement; provided by the Disclosing Party that such Recipient must take all reasonable measures to ensure that such Confidential Information is not disclosed or which thereafter becomes publicly available other than duplicated in contravention of the terms and conditions of this Agreement by such officers, agents, and employees, including obtaining an enforceable confidentiality agreement from such officer, agent, employee or contractor. Notwithstanding anything to the contrary herein, the obligations in this Section 6.2 do not restrict any confidentiality obligation disclosure by either party required by any applicable law, or by order of any court or government agency; provided that the Recipient provides prior written notice of such disclosure to the Discloser and assists the Discloser in its reasonable and lawful efforts to avoid or minimize the degree of such disclosure. (c) As used herein, “Confidential Information” means any and all confidential or proprietary information and documentation, including, without limitation, Intellectual Property and the terms and conditions of this Agreement (except as required by a party to enforce its rights hereunder), but excluding confidential or proprietary information that (as determined by competent documentation): (i) was known or used by the Recipient prior to its date of disclosure to the Recipient; (ii) either before or after the date of the disclosure to the Recipient, is lawfully disclosed to the Recipient by sources other than the Discloser rightfully in possession of the Confidential Information; (iii) either before or after the date of the disclosure to the Recipient, becomes published or generally known to the Receiving Partypublic, without the Recipient violating this Section 6.2; or (biv) shall not prevent disclosure is independently developed by or use of any Confidential Information for the Recipient without reference to or reliance upon the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. (a) During the Term of this Agreement and for five (5) years thereafter, SmithKline Xxxxxxx and Quest Diagnostics shall not, and shall ensure that their respective Affiliates do not, use or disclose to Third Parties any confidential information received from the other (disclosing) party, except as otherwise expressly permitted by this Agreement, without first obtaining the written consent of the disclosing party. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge through no fault of the receiving party or its Affiliates, or is in the rightful possession of the receiving party as of or following the Effective Date, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed, or is required by law to be disclosed (PROVIDED that to the extent feasible, the disclosing party is provided reasonable advance notice of such disclosure and provided with an effective opportunity to appear, protest, and seek to limit such disclosure). The parties shall take all reasonable measures to assure that no unauthorized use or disclosure is made to Third Parties by Affiliates to whom access to such information is granted. (b) Nothing herein shall be construed as preventing SmithKline Xxxxxxx from disclosing any information received from Quest Diagnostics hereunder to an Affiliate; PROVIDED that such Affiliate has undertaken a similar written obligation of confidentiality to SmithKline Xxxxxxx with respect to the confidential information. Nothing herein shall be construed as preventing Quest Diagnostics from disclosing any information received from SmithKline Xxxxxxx hereunder to an Affiliate; PROVIDED that such Affiliate has undertaken a similar written obligation of confidentiality to Quest Diagnostics with respect to the confidential information. (c) SmithKline Xxxxxxx covenants for itself and its Affiliates that they shall not use Data or any subportions thereof in any manner that discloses or utilizes Patient Identifiers, in any way that violates any Applicable Laws governing confidentiality of patient identifiable healthcare information. (d) Each party to this Agreement agrees that it shall treat as keep confidential, and not disclose shall cause its Affiliates, officers, directors and employees to keep confidential and shall use commercially reasonable efforts to cause its advisors to keep confidential, (i) the existence of any third partynotice delivered by a party hereto to another party hereto in accordance with this Agreement and (ii) the content of any such notice, any except as required by Applicable Law and except for information (including which is available to the Sub-Adviser’s investment advice) provided public, or thereafter becomes available to it (“Receiving Party”) by the public other than as a result of a breach of this Section 12.03(d). In the event disclosure is required under Applicable Law, each party shall, and shall cause its applicable Affiliate, officer, director or employee to, provide the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt prior written notice of that request(s) such requirement so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive remedy, and otherwise cooperate in all commercially reasonable respects in obtaining the Receiving Party’s compliance with the provisions same. (e) Nothing in this Section 12.03 shall enlarge or diminish any right or obligations undertaken by either party in any other provision of this Agreement. If that protective order or other remedy is not obtained by To the date extent that the Receiving Party must comply general restrictions of this Section 12.03 conflict in any respect with the request, or if the Disclosing Party waives compliance with the provisions any other specific provision of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedspecific provision shall control.

Confidentiality. (a) Each party to Party (hereinafter in this Agreement agrees that it shall treat as confidentialSection, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by covenants with the other party Party (hereinafter in this Section, the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including it shall keep confidential the investment activities or holdings Confidential Information of the Portfolio(s) (collectively, “Confidential Information”) except Disclosing Party to which the extent expressly permitted or required under applicable laws Receiving Party obtains access as a consequence of entering into this Agreement and regulations. All that it will take all reasonable precautions to protect such Confidential Information that a Disclosing Party provides to a from any use, disclosure or copying except as expressly authorised bythis Agreement. The Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that implement such procedures as the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive reasonably require, fromtime to time to improve the Receiving Party’s compliance with security of the provisions Confidential Information of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions in its possession. Upon termination of this Agreement, the Receiving Party shall at the choice of the Disclosing Party, either return to the DisclosingParty or destroy all copies or partial copies of Confidential Information of the Disclosing Party in any form which is in the possession of the Receiving Party or under its control, and certify that all such Confidential Information has been returned or otherwise destroyed. (b) PressReader agrees to furnish only that portion hold in strict confidence any private and confidential Client information, including user IDs, passwords and personal User information which may be required to implement and manage the PressReader Products and Services. (c) The Client agrees to hold in strict confidence information pertaining to the price and terms of this Agreement. Notwithstanding the restrictions set forth in clauses 7.1(a) and (b) of the Agreement, the Receiving Party may disclose the Disclosing Party's Confidential Information which to the extent the disclosure is legally required in the reasonable opinion of its counselby applicable law, and to exercise commercially reasonable efforts to obtain or a protective valid order or other reliable assurance direction of a court, tribunal, governmental body or institution of competent jurisdiction and authority, provided that confidential treatment will be accorded before making the disclosure, the Receiving Party gives notice to that portion the Disclosing Party of the Confidential Information which is being furnished or disclosedsaid potential disclosure.

Confidentiality. Each Sharp and Manufacturer agree to keep secret and confidential any and all information of the other party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice"Confidential Information") provided to it (“Receiving Party”) disclosed by the other party hereunder or through any prior disclosure and not to disclose such Confidential Information to any person or entity, except (“Disclosing Party”i) to employees of each party having a need to know the information in order to fulfill such party’s obligations hereunder; or (ii) as reasonable requested by an applicable Regulatory Authority. The parties shall use the Confidential Information solely for the purpose of carrying out the obligations contained in the Agreement. The obligations imposed by this Section shall not apply to any Confidential Information: (i) that, at the time of disclosure, is in the public domain; (ii) that, after disclosure, becomes part of the public domain by publication or otherwise, through no fault of the receiving party; (iii) that, at the time of disclosure, is already in the receiving party's possession, except through prior disclosure by the disclosing party, and such possession can be properly documented by the receiving party in its written records, and was not made available to the receiving party by any person or party owing an obligation of confidentiality to the disclosing party; (iv) that is marked “Confidential” or rightfully made available to the receiving party from sources independent of the disclosing party; (v) that reasonably should be known is required to be confidentialdisclosed in the course of litigation or other legal or administrative proceedings; provided that in all such cases the party receiving the Confidential Information shall, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or permitted, give the other party prompt written notice of the pending disclosure and shall cooperate in such other party’s attempts, at such other party's sole expense, to seek an order maintaining the confidentiality of the Confidential Information; or (vi) that is required under applicable laws and regulations. All to be disclosed by Applicable Laws; provided that in all such cases the party receiving the Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyshall, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render permitted, give the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third other party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt written notice of that request(s) so that the Disclosing Party may pending disclosure and shall cooperate in such other party’s attempts, at such other party's sole expense, to seek an appropriate protective order or other appropriate remedy and/or waive maintaining the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion confidentiality of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to By the nature, terms and performance of this Agreement agrees Agreement, Amgen and Dialysis Center acknowledge and agree that it shall treat as confidential, the parties will exchange confidential and not disclose to any third party, any proprietary information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sbusiness and clinical practices and protocols and patient information) (collectively, “Confidential Information”) except ). Confidential Information includes not only written information but also information transferred orally, visually, electronically, in a machine readable format or by any other means and includes all notes, analyses, compilations, studies and summaries thereof containing or based on, in whole or in part, any Confidential Information. Confidential Information does not include any information which the receiving party can show was publicly available prior to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used receipt of such information by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party receiving party, or which thereafter becomes became publicly available other than in contravention by any breach of this Agreement by the receiving party, additionally, for Dialysis Center only, Confidential Information does not include the Data or any confidentiality obligation known the Compensation Data. Information shall be deemed “publicly available” if it is a matter of public knowledge or is contained in materials available to the Receiving Partypublic. Accordingly, the parties agree (a) to hold all such Confidential Information (including the terms of this Agreement) received from the other in confidence and to use such Confidential Information solely for the purposes set forth in this Agreement; and (b) shall to not disclose any such Confidential Information received from the other, or the terms of this Agreement, to any third party (including Amgen Inc. or any other affiliate of Amgen), or otherwise make such information public without prior written authorization of the other party, except where such disclosure is contemplated hereunder or required by law or pursuant to subpoena or court or administrative order, and then only upon prior written notification to the other party (giving such party an adequate opportunity to take whatever steps it deems necessary to prevent, limit the scope of or contest the disclosure). Any party which seeks to prevent disclosure or use to contest or limit the scope of any such disclosure by the other party shall pay all of the costs and expenses incurred by the other party directly related thereto, and such other party shall not unreasonably object to or interfere with the objecting party’s actions it deems necessary to undertake. For purposes of the foregoing, any Confidential Information received by any employee, partner, agent, affiliate, consultant, advisor, data collection vendor or other representative (a “Representative”) of a party to this Agreement pursuant to the extent necessary to render the services or perform the obligations pursuant terms of this Agreement shall be deemed received by such party to this Agreement, provided that and any disclosure breach by any such Representative of the foregoing confidentiality provisions shall be deemed a breach by the respective party to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.