Common use of Confidentiality Clause in Contracts

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Each of the Term parties hereto agrees that it will not use, or permit the use of, any of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information information relating to any person save and except other party hereto furnished to it in connection with the prior written consent of the Disclosing Party transactions contemplated herein ("INFORMATION") in a manner or in accordance with Clause 13.2; (iii) not use the Confidential Information for any a purpose detrimental to such other party or otherwise than in connection with the performance transaction, and that they will not disclose, divulge, provide or make accessible (collectively, "DISCLOSE"), or permit the Disclosure of, any of the Information to any person or entity, other than their respective directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents, except as may be required by judicial or administrative process or, in the opinion of such party's counsel, by other requirements of Law; provided, however, that prior to any Disclosure of any Information permitted hereunder, the disclosing party will first obtain the recipients' undertaking to comply with the provisions of this Section with respect to such information. The term "INFORMATION" as used herein will not include any information relating to a party that the party disclosing such information can show: (i) to have been in its possession prior to its receipt from another party hereto; (ii) to be now or to later become generally available to the public through no fault of the disclosing party; (iii) to have been available to the public at the time of its obligations under this Agreementreceipt by the disclosing party; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited to have been received separately by the PDPA, disclosing party in an unrestricted manner from a person entitled to disclose such information; or (v) to have been developed independently by the Receiving Party may disclose disclosing party without regard to any information received in connection with this transaction. Each party hereto also agrees to promptly return to the Confidential party from whom it originally received such information all original and duplicate copies of written materials containing Information should the transactions contemplated herein not occur. A party hereto will be deemed to have satisfied its obligations to hold the Information confidential if it exercises the same care as it takes with respect to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreementown similar information. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During (a) Subject to the Term disclosures permitted by Section (b), each of the Parties acknowledges that the information being provided to such Party (the “Receiving Party”) in connection with the transactions contemplated by this Agreement may be material non-public information and hereby covenants and agrees to keep, and cause its Affiliates and its and its Affiliates’ directors, officers, employees, accountants, agents, counsel and other representatives (collectively, “Representatives”) to keep confidential any information identified by the Party providing information hereunder (the “Providing Party”) as confidential, unless (a) such information becomes generally available to the public (other than as a result of a breach of this Agreement Section 8.1 by the Receiving Party, its Affiliates or their Representatives), (b) such information was available to the Receiving Party on a non-confidential basis from a source (other than the Providing Party, its Affiliates or their Representatives) that, to the Receiving Party’s knowledge, is not and after termination was not prohibited from disclosing such information to such Receiving Party by a contractual, legal or expiration fiduciary obligation (c) the Receiving Party is required by applicable law, regulation, rule, court order and subpoena, governmental order or listing rule to disclose such information or (d) such information will be included in the proxy statement, the circular or any other materials, if applicable, for the purpose of this Agreement for any reason whatsoeverthe shareholders meeting approving the transaction contemplated hereby; provided, however, that in an event specified in clause (c) above, the Receiving Party shall:shall provide the Providing Party, if legally permissible and practicable, with prompt prior written notice of such required disclosure and that the Receiving Party shall disclose only that portion of the confidential information that such Receiving Party is advised by counsel is legally required. (ib) keep None of the Confidential Information confidential; (ii) not disclose Parties, nor any of their respective Affiliates, shall issue any press release or other public announcement or communication with respect to the Confidential Information to any person save and except with transactions contemplated hereby or thereby without the prior written consent of the Disclosing Party other Parties, except to the extent a Party’s counsel deems such disclosure necessary in order to comply with any law issued by any securities exchange or in accordance other similar regulatory body, shall limit such disclosure to the information such counsel advises is required to comply with Clause 13.2;such law, governmental order or listing rule and if reasonably practicable, shall consult with the other Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other Parties. (iiic) not use the Confidential Information for any purpose other than Notwithstanding anything in connection with the performance Section 8 of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose information in connection with the Confidential Information transactions contemplated by this Agreement to its employees and/or any prospective purchaser of any Share or derivative instrument linked to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the any Share from such Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: , provided that, (i) is in such prospective purchaser agrees to be bound by the public domain at the date provisions of this AgreementSubsection 8.1, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; and (ii) is known by such disclosure happens after the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyClosing.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (iSubject to Section 9.3(a)(vii) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after each party shall hold in confidence all information relating to the date of Property and this Agreement comes into (collectively, the public domain other than through breach “Confidential Information”) and may only release such information to others where required by law, where such information was within such party’s possession on a non-confidential basis prior to it being provided to such party, where such information is or becomes available to the public, pursuant to Directions (if applicable), or as otherwise agreed between the parties. Confidential Information includes, but is not limited to, information disclosed to a party or information that a party becomes aware of in the course of providing the services contemplated herein which by its nature could reasonably be determined to be confidential or which is identified as being confidential. The parties acknowledge and agree that this Agreement by and all amendments and restatements must be filed with applicable regulators and will be publicly available on the Receiving Party or any Recipient; (ii) is known by System for Electronic Document Analysis and Retrieval. If the Receiving Party prior Custodian becomes compelled under the requirements of Applicable Law, including but not limited to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court or administrative tribunal of competent jurisdiction jurisdiction, or an order is required, on demonstration of a competent regulatory bodylegitimate need to know in order to provide the services hereunder, to disclose Confidential Information of the Client or the Funds, the Custodian will provide the Client with prompt written notice of such requirement and such disclosure shall be limited to only such Confidential Information as is reasonably required under the particular circumstances, and any recipients of such Confidential Information shall be apprised of its confidential nature, and shall be requested, or, where reasonably practicable, shall be required, to take reasonable steps to maintain its confidentiality. The provisions of this Section 8.1 shall survive the termination of this Agreement.

Confidentiality. 14.1 During Each Party hereto agrees that it will not use, or permit the Term use of, any of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information information relating to any person save and except other Party hereto furnished to it in connection with the prior written consent of the Disclosing transactions contemplated herein (“Information”) in a manner or for a purpose detrimental to such other Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other otherwise than in connection with the performance transactions, and that they will not disclose, divulge, provide or make accessible (collectively, “Disclose” or “Disclosure”), or permit the Disclosure of, any of the Information to any person or entity, other than their respective directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents, except as may be required by judicial or administrative process or, in the opinion of such Party’s counsel, by other requirements of Law; provided, however, that prior to any Disclosure of any Information permitted hereunder, the disclosing Party will first obtain the recipients’ undertaking to comply with the provisions of this Section with respect to such Information. The term “Information” as used herein will not include any information relating to a Party that the Party disclosing such information can show: (i) to have been in its possession prior to its receipt from another Party hereto; (ii) to be now or to later become generally available to the public through no fault of the disclosing Party; (iii) to have been available to the public at the time of its obligations under this Agreementreceipt by the disclosing Party; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited to have been received separately by the PDPA, disclosing Party in an unrestricted manner from a person entitled to disclose such information; or (v) to have been developed independently by the Receiving disclosing Party may disclose the Confidential Information without regard to its employees and/or any information received in connection with this transaction or related transactions contemplated herein. Each Party hereto also agrees to promptly return to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by whom it originally received such Information all original and duplicate copies of written materials containing Information should the Receiving Party pursuant transactions contemplated herein not occur. All Parties hereto will be deemed to and in accordance have satisfied each’ obligations to hold the Information confidential if each exercises the same care as each takes with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyrespect to each Party’s similar information.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: Unless (i) keep the Confidential Information confidential; otherwise expressly provided in this Agreement, (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party required by applicable Law or in accordance with Clause 13.2; regulatory authority, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Purchaser and the Company, any information or documents furnished in connection herewith shall be kept strictly confidential by the Company, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall use its commercially reasonable efforts to consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or the Company, after a party uses its commercially reasonable efforts to consult with the other party, may file with the SEC a Report on Form 8-K pursuant to the Exchange Act with respect to the Offer and the Merger, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any filings with the SEC. In the event the Merger is not use consummated, each party shall return to the Confidential Information for other any purpose documents furnished by the other than and all copies thereof any of them may have made and will hold in absolute confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary in connection with the performance pursuit or defense of its obligations under this Agreement; and a claim, (ivii) Comply at all times with 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 PDPA. 14.2 During the Term public other than by breach of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information Section 8.1. Prior to its employees and/or any disclosure of information pursuant to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained exception in Clause 13.1 shall not apply to any confidential Information which: clause (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that such party may seek a third party; or (iv) Is disclosed by the Receiving Party pursuant protective order or other appropriate remedy should it choose to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodydo so.

Confidentiality. 14.1 During Each party acknowledges and agrees that the Term terms of this Agreement and after termination or expiration of this Agreement for Agreement, any reason whatsoeversoftware, product information, the Receiving Party shall: form and format of reports and on-line computer screens, data transmissions, Cardholder information, pricing information, financial or other business or technical information of the other party and its Affiliates shall be considered confidential and proprietary information (iindividually and collectively, Confidential Information) keep of the party providing such Confidential Information confidential; (iithe Disclosing Party) and, except as provided herein, shall not disclose be disclosed by the party receiving such Confidential Information (the Recipient) to any person save and except with third party without the prior written consent of the Disclosing Party or in accordance with Clause 13.2Party. 14.2 Each party agrees that: (a) all Confidential Information shall remain the exclusive property of the Disclosing Party; (iiib) not it shall maintain, and shall use prudent methods to cause its employees, agents and/or subcontractors to maintain, the confidentiality and secrecy of the Confidential Information for any purpose other than in connection with the performance of its obligations under this AgreementInformation; and (ivc) Comply at it shall return or destroy all times with copies (including electronic copies) of Confidential information upon request of the PDPADisclosing Party, wherever possible and subject always to any records management policy of either party. 14.2 During the Term 14.3 Each party further agrees that any dissemination of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information within its own business entity or to its employees and/or Affiliates shall be restricted to a need to know basis solely for purposes of its performance of obligations or exercise of rights hereunder. 14.4 Notwithstanding the Financial Institution (hereinafter referred to as the ''Recipient'') foregoing, Confidential Information shall not include any information to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information whichit: (ia) is or becomes a part of the public domain otherwise than as a result of a breach of this Clause; (b) is in Recipient’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the public domain at the date time of disclosure under this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (iic) is known disclosed to Recipient by a third party which did not acquire the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Partyinformation under an obligation of confidentiality; (iiid) is subsequently becomes lawfully into independently developed by Recipient without reference to the possession of the Receiving Party from a third partyConfidential Information; or (ive) Is is required to be disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an law (including any order of a court of competent jurisdiction jurisdiction) or by a regulatory body or administrative authority provided that where reasonably practicable the Receiving Party shall first inform the Disclosing Party so that it may if it chooses seek an order appropriate protective order. 14.5 To the extent that Confidential Information is disseminated by the Bank in accordance with Clause 14.3, the Bank warrants that the receiving party of a competent regulatory bodysuch Confidential Information shall be subject to confidentiality obligations no less onerous to those set out in this Agreement. 14.6 Neither party grants the other any licence, by implication or otherwise, to use any Confidential Information, except as expressly provided herein. 14.7 The provisions of this Clause 14 (Confidentiality) shall survive termination or expiration of this Agreement.

Confidentiality. 14.1 During Each Party agrees to, and shall cause its affiliates (other than the Term Company), directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep any information supplied by or on behalf of any of the other Parties to this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of transactions contemplated hereby confidential (“Confidential Information”) and to use, and cause its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPARepresentatives to use, the Receiving Party may disclose the Confidential Information only in connection with the Proposal, the Acquisition, and the other transactions contemplated hereby; provided that the term “Confidential Information” does not include information that (a) is already in such Party’s possession, provided that such information is not subject to its employees and/or another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the Financial Institution (hereinafter referred to public other than as the ''Recipient'') to the extent reasonably necessary for the purposes a result of this Agreement. 14.3 The Receiving a disclosure, directly or indirectly, by such Party shall procure that each Recipient is made aware of and complies with all the Receiving or such Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained ’s Representatives in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date breach of this Agreement, or at (c) is or becomes available to such Party on a non-confidential basis from a source other than any time after of the date Parties hereto or any of their respective Representatives, provided that such source is not known by such Party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further that that nothing herein shall prevent any Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Party, (iii) to the extent required by law or regulation, (iv) to the extent necessary in connection with the exercise of any remedy, hereunder, and (v) to such Party’s Representatives that need to know such information (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such Party shall notify the other Parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available). Notwithstanding anything to the contrary, nothing in this Agreement comes into the public domain other than through breach of this Agreement by the Receiving shall impose on any Party or any Recipient; (ii) is known by other Person a limitation on the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order tax treatment or tax structure of a court of competent jurisdiction or an order of a competent regulatory bodyany transaction set forth herein.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent Each of the Disclosing Party Investor and EnCap shall hold, and cause its Affiliates and its and their respective directors, managers, officers, employees, agents, consultants, auditors, attorneys, financial advisors, financing sources and other consultants and advisors (“Representatives”) to hold, in strict confidence, unless disclosure to a regulatory authority is necessary in connection with any necessary regulatory approval, examination or inspection or unless disclosure is required by judicial or administrative process or by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange (in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose which case, other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times a disclosure in connection with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAa routine audit or examination by, or document request from, a regulatory or self-regulatory authority, bank examiner or auditor, the Receiving Party may disclose party disclosing such information shall provide the Confidential Information other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company, East or any of their respective subsidiaries furnished to its employees and/or to it or the Financial Institution Investor Director by or on behalf of the Company, East or any of their respective subsidiaries (hereinafter referred to as the ''Recipient'') except to the extent reasonably necessary for that such information can be shown by the purposes of this Agreement. 14.3 The Receiving Party shall procure party receiving such Information to have been (a) previously known by such party from other sources; provided that each Recipient is made aware of and complies with all the Receiving Party's obligations such source was not known by such party to be bound by a contractual, legal or fiduciary obligation of confidentiality under this Agreement as if to the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: other party, (ib) is in the public domain at through no violation of this Section 5.10 by such party or (c) later lawfully acquired from other sources by the date party to which it was furnished), and no such party shall release or disclose such Information to any other person, except its Representatives (excluding, for the avoidance of doubt, any Portfolio Company, unless such Portfolio Company enters into a joinder agreement with the Company), or use such Information other than in connection with evaluating and taking actions with respect to such Person’s ownership interest in the Company. The Company acknowledges and agrees that the Investor and EnCap may, in the ordinary course of their respective businesses, evaluate investments in the energy industry and that they are actively seeking to invest in energy related projects in a variety of areas, including the provision of fresh water and disposal of produced water in connection with oil and gas exploration and development operations. The Company understands that the Investor, EnCap and the Investor Director will retain certain mental impressions of Information, which are indistinguishable from generalized industry knowledge. Accordingly, the Company agrees that, subject to the terms of this Agreement, or at the Investor, EnCap and the Investor Director are not precluded from pursuing investments solely because of such retained mental impressions. Notwithstanding any time after the date provision of this Agreement comes into to the public domain other than through breach contrary, no provision of this Agreement shall apply to any action taken independently by any Portfolio Company so long as the Receiving Party Investor or EnCap has not provided such Portfolio Company with any Information. For purposes of clarification, no such Portfolio Company shall be deemed to have been provided with Information solely as a result of the Investor, EnCap, any Investor Director or any Recipient; Representative (iiwhether such Person has been provided with or has knowledge of Information) is known by serving on the Receiving Party prior to disclosure by board of such Portfolio Company (provided that such board member does not use Information in connection with the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession business of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodysuch Portfolio Company).

Confidentiality. 14.1 During Each of the Term Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing services in connection with this Agreement, any party may have access to another party’s confidential and proprietary information and materials concerning or pertaining to the other’s business (“confidential information”). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this Agreement and after termination or expiration information to the same degree of this Agreement for any reason whatsoevercare as it would its own confidential information. Each party agrees that, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with without the prior written consent of the Disclosing Party other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes terms of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware , any confidential information of and complies with all another party without the Receiving Party's obligations prior written consent of confidentiality under such other party; provided, however, this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 covenant shall not apply to any confidential Information which: (i) information which is in the public domain at now or when it becomes in the date public domain in the future, other than by reason of a breach of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by information which has come to a party from a lawful source not bound to maintain the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is subsequently becomes lawfully into independently developed without the possession use of the Receiving Party from a third party; or confidential information, (iv) Is disclosed disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the Receiving Party pursuant normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in accordance with a relevant statutory obligation, an order the course of a court of competent jurisdiction or an order of a competent regulatory bodyproviding the services under this Agreement and the Sub-Adviser may disclose the Trust’s TIN information to third parties as required to perform the Sub-Adviser’s services under this Agreement.

Confidentiality. 14.1 During the Term a. Except as expressly authorized in this Agreement or as required by applicable law, regulation, regulation of any self-regulatory organization, court order or other judicial process, or as requested by a regulator, each party hereto and its affiliates (each, for purposes of this Agreement and after termination or expiration of this Agreement for any reason whatsoeversection, the Receiving Party shall: (i“Recipient Party”) shall keep the Confidential Information confidential; (ii) confidential and shall not disclose the Confidential Information to any person save and use or disclose, except with the prior written consent of the other party hereto (each, for purposes of this section, the “Disclosing Party Party”), any and all non-public, proprietary or in accordance with Clause 13.2; (iii) not use confidential information concerning the Confidential Information for any purpose other than business of the Disclosing Parties and/or their affiliates or investors, or potential investors, therein obtained in connection with the performance of its obligations services rendered under this Agreement, including, without limitation, Portfolio Information (the “Information”); and provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAcollectively, the Receiving Party may disclose “Representatives”) who (i) need to know the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of in connection with this Agreement. 14.3 , (ii) have been informed of the confidential nature of such Information and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. The Receiving Party shall procure term “Information” will not include information that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is or becomes publicly available other than as a result of a disclosure by the Recipient Party in the public domain at the date violation of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; section; (ii) is known by or becomes available to the Receiving Recipient Party prior or its Representatives from a source other than the Disclosing Party, which source, to disclosure by the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to the Receiving Party; such information; (iii) is subsequently becomes lawfully into was already in the Recipient Party’s possession or the possession of its Representatives prior to receiving such information from the Receiving Party from a third partyDisclosing Party; or or (iv) Is disclosed is developed independently by the Receiving Recipient Party or its Representatives without use of the Information. For the avoidance of doubt, nothing in this Section 15(a) will be deemed to prevent the Recipient Parties from disclosing Information pursuant to and any applicable law or in accordance with response to a relevant statutory obligation, an order of request from a court regulatory or judicial authority of competent jurisdiction or an order jurisdiction. The Adviser agrees that it will not use the information provided by the Sub-Adviser to try to “reverse engineer” the investment and trading methodologies and strategies of a competent regulatory bodythe Sub-Adviser.

Confidentiality. 14.1 During the Term of this Agreement Each party shall hold, and after termination or expiration of this Agreement for any reason whatsoevershall cause its respective Affiliates and representatives to hold, the Receiving Party shall: (i) keep the all Confidential Information confidential; (ii) not disclose the Confidential Information made available to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than it in connection with the performance 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 obligations under this Agreement; and directors, officers, managers, employees, stockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (iv) Comply at all times with the PDPA. 14.2 During the Term each of this Agreement and unless prohibited whom shall be informed in writing by the PDPAdisclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of dissemination and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 disclosure shall not apply to any confidential Confidential Information which: that (i) is in learned by the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through breach of this Agreement by the Receiving Party disclosing party or any Recipient; (ii) is known by third party who received the Receiving Party prior same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to disclosure by the Disclosing Party to the Receiving Party; an obligation of confidentiality; (iii) is subsequently becomes lawfully into required by law or court order to be disclosed by the possession of the Receiving Party from a third partyparties; or or (iv) Is 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 party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the Receiving Party pursuant confidentiality obligations hereunder, prior to and in accordance with a relevant statutory obligationsuch disclosure, an order of the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of competent jurisdiction 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 an similar order with respect to such information; and (iii) provide only that amount of a competent regulatory bodyinformation as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality. 14.1 During Each of Wellsford Parent and Newco shall hold, and shall cause its respective trustees, directors, officers, Affiliates, employees, agents, accountants, consultants and advisors (collectively, "Representatives") to hold, in strict confidence all information concerning the Term other relating to the Contributed Assets and the Assumed Liabilities in its possession (except to the extent that such information has been (a) in the public domain through no fault of this Agreement such party or any of its Representatives, including information contained in the Registration Statement and after termination the S-4 and other statements and reports filed with the Commission, or expiration of this Agreement for any reason whatsoever, (b) later lawfully acquired from other sources by such party) to the Receiving Party shall: extent such information (i) keep relates to the Confidential Information confidential; period up to the Effective Time, (ii) relates to this Agreement or (iii) is obtained from the other party pursuant to this Agreement ("Confidential Information"). Each party shall not disclose the release or disclose, or permit to be released or disclosed by any of its Representatives or otherwise, any Confidential Information to any person save other person, except its auditors, attorneys, financial advisors, bankers and except other consultants and advisors who need to know such information, unless compelled to disclose by judicial or administrative process or, as advised by its counsel, by other requirements of law. In the event that either party or its Representatives (a "Disclosing Party") is compelled to release or disclose, or permit to be released or disclosed, any Confidential Information as provided in the immediately preceding sentence, such Disclosing Party shall (i) immediately notify the other party (the "Providing Party") of the existence, terms and circumstances surrounding such a requirement, (ii) consult with the prior written consent Providing Party on the advisability of taking legally available steps to resist or narrow such requirement and (iii) if disclosure of such information is nevertheless required, furnish only that portion of the Confidential Information which, in the opinion of such Disclosing Party's counsel, such Disclosing Party is legally compelled to disclose and to cooperate with any action by the Providing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information (it being agreed that the Providing Party shall reimburse the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure reasonable out-of-pocket expenses incurred by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance connection with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodysuch cooperation).

Confidentiality. 14.1 During From and following the Term of this Agreement date hereof, each Party, severally and after termination or expiration of this Agreement for any reason whatsoevernot jointly, the Receiving hereby agrees that such Party shall: will not, and that such Party will cause its Affiliates, stockholders, partners, members, directors, officers, agents and representatives (i) keep the Confidential Information confidential; (iicollectively, “Representatives”) not disclose the Confidential Information to any person save and except with to, directly or indirectly, without the prior written consent of the Disclosing Assignor and the Assignee, disclose any information relating to this Agreement, the Promissory Note, the Transactions, and the identity, business, financial or other affairs (including future plans and targets) of any Party or in accordance with Clause 13.2; its Representatives (“Confidential Information”), other than (i) to its Representatives who need to know such information for the purposes of implementing this Agreement, the Promissory Note or the Transactions, (ii) the providers of financing under a Margin Loan Agreement, dated as of December 6, 2021 among Aerodrome as Borrower, the Lenders party thereto, GLAS USA LLC, as Administrative Agent and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as Calculation Agent (the “Margin Loan Agreement”) and their Representatives and (iii) potential counterparties to a Sale of the Assets and their Representatives, in each case who are bound by confidentiality restrictions substantially similar to the restrictions set forth in this Section 2.6; provided, that “Confidential Information” will not use the Confidential Information for include any purpose information that (i) is or becomes (other than as a result of disclosure by such Party in violation of this Agreement) generally available to, or known by, the public, (ii) is independently developed by a Party without use of or reference to information that would be “Confidential Information” but for the exclusions set forth in this proviso or (iii) is received by such Party from a third party not known by such Party after reasonable inquiry to be bound by a duty of confidentiality to any other Party with respect to such information; provided, further, that the provisions of this Section 2.6 will not prohibit any retention of copies of records or disclosure (a) required by applicable Law so long as, to the extent practicable and legally permissible, reasonable prior notice is given of such disclosure to the affected party and a reasonable opportunity is afforded for the affected Party to contest any requirements for such disclosure or for the affected party to seek at its sole cost and expense, an appropriate protective order or other remedy or (b) made in connection with the performance enforcement of its obligations under any right or remedy relating to this Agreement; and (iv) Comply at all times with Agreement or the PDPA. 14.2 During Promissory Note. Each of the Term Parties, severally and not jointly, agrees that such Party will be responsible for any breach or violation of the provisions of this Agreement and unless prohibited Section 2.6 by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes any of this Agreementsuch Party’s Representatives. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During (a) Subject to Section 7.15(c), during the Term and for a period of this Agreement three (3) years thereafter, each party shall, and after termination shall cause its and its Affiliates’ officers, directors, employees and agents to, keep confidential and not publish or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not otherwise disclose the Confidential Information to any person save third party, directly or indirectly, any information that is, and except with the prior written consent of the Disclosing Party disclosing party has marked as, or has otherwise designated in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or writing to the Financial Institution receiving party as, “confidential trade secret,” “confidential commercial information” or “confidential financial information” (hereinafter referred to as the ''Recipient'') collectively, “Confidential Information”), except to the extent reasonably necessary for such disclosure is permitted by the purposes terms of this Agreement. 14.3 (b) The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's confidentiality obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Section 7.15(a) shall not apply to any confidential Confidential Information which: that (i) is in or hereafter becomes part of the public domain at by public use, publication, general knowledge or the date like through no fault of the receiving party in breach of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known can be demonstrated by documentation or other competent proof to have been in the Receiving Party receiving party’s possession prior to disclosure by the Disclosing Party disclosing party without any obligation of confidentiality with respect to the Receiving Party; such information, (iii) is subsequently becomes lawfully into received by the possession of the Receiving Party receiving party from a third party; or party who is not bound by any obligation of confidentiality with respect to such information, (iv) Is disclosed has been published by a third party or otherwise enters the Receiving Party pursuant public domain through no fault of the receiving party, or (v) can be demonstrated by documentation or other competent evidence to and have been independently developed by or for the receiving party without reference to the disclosing party’s Confidential Information. (c) Each party shall have the right to disclose Confidential Information to the extent that such disclosure is (i) made in accordance with response to a relevant statutory obligation, an valid order of a court of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by applicable law; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order or an to obtain a protective order or confidential treatment order requiring that the Confidential Information that is the subject of a competent regulatory bodysuch order or other applicable law be held in confidence by such court or other third party recipient, unless the receiving party is not permitted to provide such notice under such order or applicable law, or (ii) made by the receiving party or any of its Affiliates to its or their attorneys, auditors, advisors, consultants, contractors or other third parties for use by such person or entity as may be necessary or useful in connection with the performance of the activities under this Agreement, provided that such third party is bound by confidentiality obligations at least as stringent as those set forth herein, either by written agreement or through professional responsibility standards.

Confidentiality. 14.1 During Each Party agrees that the Term terms of this Agreement agreement and after termination all information furnished to it by the other Party, including maps, pricing, financial terms, network routes, design information, methodologies, specifications, locations or expiration of other information to which it has access under this Agreement for any reason whatsoeverAgreement, are deemed the Receiving Party shall: (iconfidential and proprietary infoirmati0on or trade secrets(collectively referred to as “Proprietary Information”) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party and will remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the “Disclosing Party” and the other Party receiving the Proprietary Information referred to as the “Receiving Party”). Each Party shall treat the Proprietary Information that the Receiving Party either knows or reasonably should know to be confidential to the Disclosing Party and the contents of this Agreement in accordance with Clause 13.2; (iii) not use a confidential manner and, except to the Confidential Information for any purpose other than extent necessary in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving neither Party may directly or indirectly disclose the Confidential Information same to anyone other than its employees and/or identified within an Order hereunder on a need to know basis and who agree to be bound by this term and condition, without the Financial Institution written consent of the Disclosing Party. Information will not be deemed Proprietary Information if it (hereinafter referred to as i) becomes publicly available other than through the ''Recipient'') to the extent reasonably necessary for the purposes actions of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, ; or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known independently developed by the Receiving Party; or (iii) becomes available to the Receiving Party prior without restriction from a third party. If the Receiving Party is required by a governmental or judicial law, order, rule, regulation or permit to disclosure by disclose Proprietary Information, it must give prompt notice to the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from minimize such disclosure and disclosure after such notice shall not be a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodybreach thereof.

Confidentiality. 14.1 During Both Parties acknowledge that the Term terms of this Agreement and after termination or expiration any other information that a Party hereunder (the “Recipient”) may be exposed to during the performance of this Agreement for any reason whatsoeverAgreement, constitute the Receiving confidential information (“Confidential Information”) of the other Party shall: (i) keep the “Disclosing Party”). The Recipient acknowledges that Confidential Information confidential; (ii) constitutes valuable proprietary information of the Disclosing Party, and that unauthorized disclosure, transfer, or use of, or unauthorized provision of access to, such information is prohibited and could cause irreparable harm to the Disclosing Party. The Recipient may not disclose the Confidential Information and must hold such information in confidence using the same degree of care that it uses to any person save and except with prevent the prior written consent unauthorized dissemination or publication of Recipient’s own confidential information but in no case less than a reasonable degree of care. The Recipient will not disclose the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Party’s Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAInformation, the Receiving Party may disclose the Confidential Information except to its employees and/or respective officers, directors, employees, agents, consultants and subcontractors, on a strict 'need to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 know' basis, provided they are bound by sufficient confidentiality obligations. The Receiving Party shall procure that each Recipient is made aware of confidentiality and complies with all the Receiving Party's non-use obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 hereunder shall not apply to any confidential Information which: information the Recipient can demonstrate: (i) is in or becomes generally available to the public domain at public, through no breach by the date Recipient of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; ; (ii) is was lawfully in Recipient’s possession or known by the Receiving Party Recipient prior to disclosure receipt from the other Party, as evidenced by written records; (iii) was rightfully disclosed to the Recipient without restriction by a third Party who is not bound by any confidentiality obligations with respect thereto; (iv) was developed by the Recipient without use of or reference to the Disclosing Party's confidential information; or (v) is required to be disclosed by law, provided that, if legally permitted to do so, the Recipient will give prompt prior notice of such requirement to the Disclosing Party, in order to allow the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to intervene and protect its interests in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodysuch information.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep The terms and conditions of this Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party hereto and by representatives of such Parties to any other Party hereof or any of the representatives of such Parties (collectively, the “Confidential Information confidential;Information”), shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below. (ii) not Notwithstanding the foregoing, each Party may disclose (i) any Confidential Information to its Affiliates and its and their respective prospective permitted transferees, current or bona fide prospective investors, Affiliates and their respective investors or partners, co-investors, financing sources, employees, officers and directors, investment bankers, business partners, representatives, advisors, accountants or legal counsels, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations, (ii) any Confidential Information to the extent it is required to do so pursuant to any Law or Government Order or requested to do so by any Governmental Authority (including, in response to oral questions, interrogatories or requests for information or documents) (provided that, in such case and to the extent it is permitted to do so under applicable Laws, such Party shall promptly provide the other Parties with written notice of that fact so that such other Parties may seek a protective order, confidential treatment or other appropriate remedy), and (iii) any Confidential Information to any person save Person to which disclosure is approved in writing by the other Parties providing such Confidential Information. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 7.14(iii) below. (iii) Notwithstanding any other provision of this Section 7.14, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted party learns from a third party which the receiving party reasonably believes to have the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and except with not acquired by the restricted party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted party. (iv) Notwithstanding the foregoing, no Group Company shall use the name or logo of any Investor (or such Investor’s Affiliates) in any manner, context or format (including but not limited to reference on or links to websites, press releases) without the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPAsuch Investor. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Except as otherwise provided herein, Contractor and Company agree that any and all information that is not otherwise publicly available (other than as a result of unauthorized disclosure) and is communicated by one party (“Disclosing Party”) to the Term other party (“Receiving Party”), including, without limitation, engineering, geophysical, geological, marketing and financial information, information regarding the nature and location of this the Work and the other party’s processes and procedures, whether such information be written, oral or in electronic format (“Confidential Information”) shall be confidential and shall be treated as such and held in strict confidence by Receiving Party. Confidential Information shall be used only for purposes of the Agreement by Receiving Party, and after termination or expiration of this Agreement for any reason whatsoeverno information, including, without limitation, the provisions of the Agreement, shall be disclosed by the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with Party, its agents or employees, without the prior written consent of the Disclosing Party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of the Receiving Party. The Receiving Party or shall safeguard Confidential Information with at least the same degree of care that it uses to safeguard its own confidential, proprietary, privileged and trade secret information. This Section shall not apply to information (i) in accordance with Clause 13.2; the public domain, (ii) the Receiving Party had in its possession prior to receiving it from the Disclosing Party (as evidenced by dated documentation), (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and Receiving Party obtained from a third party who rightfully acquired such information, or (iv) Comply at all times with the PDPA. 14.2 During Receiving Party independently developed without reference to the Term information received from the Disclosing Party (as evidenced by dated documentation). If the Receiving Party must disclose any Confidential Information pursuant to applicable law or regulation or by operation of this Agreement and unless prohibited by the PDPAlaw, the Receiving Party may disclose only such information as, in the Confidential Information to its employees and/or to opinion of counsel, is legally required, and provided, further, that the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party provide reasonable notice to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure. Notwithstanding anything elsewhere in the Receiving Party; (iii) is subsequently becomes lawfully into Agreement, the possession terms of this Section shall apply to Confidential Information amounting to a trade secret for as long as such information remains a trade secret under applicable law and shall survive the termination of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyAgreement.

Confidentiality. 14.1 During Each Party will, and will cause its Subsidiaries to, hold and will use its best efforts to cause their respective members, partners, officers, directors, employees, any external service provider providing Services and other agents to hold, in confidence and with the Term same level of protection as such Party’s own most confidential documents, all documents and information concerning the other Party or its Subsidiaries furnished to or accessed by such Party or its Subsidiaries in connection with the operations contemplated by this Agreement and after termination (the “Confidential Information”), except to the extent that such information can be shown to have been previously in the public domain through no fault of such Party or expiration later lawfully acquired by such Party on a non-confidential basis from sources other than the other Party or any of its Subsidiaries; provided, however, that such Party may disclose such information in connection with the operations contemplated by this Agreement for any reason whatsoeverto the members, the Receiving partners, officers, directors, employees, third parties providing Services and other agents of such Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information or its Subsidiaries on a need to any person save and except with the prior written consent know basis so long as such persons are informed by such Party of the Disclosing confidential nature of such information and are directed by such Party or in accordance with Clause 13.2; (iii) to keep such information confidential and not to use the Confidential Information it for any purpose other than its intended use; and, provided further that if any person described in the immediately preceding proviso breaches its confidentiality obligations, the Party to whom the disclosure is attributable will inform the other Party and will take all necessary steps at the request of such other Party to enforce such obligation. Notwithstanding the foregoing, each Party may disclose such information if (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Law or (ii) it is necessary, in the opinion of counsel, to establish such Party’s position in any litigation or any arbitration or other proceeding based upon or in connection with the performance subject matter of its obligations under this Agreement; and (iv) Comply at all times with . Prior to any disclosure pursuant to the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPApreceding sentence, the Receiving disclosing Party may disclose the Confidential Information to its employees and/or shall give reasonable prior notice to the Financial Institution other Party of such intended disclosure and, if requested by such other Party, shall use all reasonable efforts to obtain a protective order or similar protection for such information or data (hereinafter referred to as at the ''Recipient''expense of such other Party) and shall otherwise disclose such information and data to the extent reasonably necessary for and only to the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is extent necessary, in the public domain at the date opinion of this Agreementcounsel, to comply with any applicable rule, regulation or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order policy of a court of competent jurisdiction governmental entity or an order of a competent regulatory bodysecurities exchange.

Confidentiality. 14.1 During Any non-public information that either party ("Recipient Party") may obtain from the Term other ("Disclosing Party") in connection with this Agreement with respect to the Disclosing Party or the Systems shall be confidential and, unless and until Closing shall occur, Recipient Party shall not disclose any such information to any third party (other than its directors, officers, Partners and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of Disclosing Party; provided that (a) Recipient may use and disclose any such information once it has been publicly disclosed (other than by Recipient Party in breach of its obligations under this Section) or that rightfully has come into the possession of Recipient Party (other than from Disclosing Party), and (b) to the extent that Recipient Party may become compelled by Legal Requirements to disclose any of such information, Recipient Party may disclose such information if it shall have made all reasonable efforts, and shall have afforded Disclosing Party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. If this Agreement is terminated, Recipient Party shall use all reasonable efforts to cause to be delivered to Disclosing Party, and retain no copies of, any documents, work papers and other materials obtained by or on the behalf of Recipient Party from Disclosing Party, whether so obtained before or after the execution hereof. The rights and obligations of Buyer and Seller under this Section shall survive Closing or the termination of this Agreement and after termination or expiration Agreement. Notwithstanding the foregoing, the following will not constitute a part of the information for the purposes of this Agreement for any reason whatsoever, the Receiving Party shallSection: (i) keep information that a party can show was known by the Confidential Information confidentialRecipient Party prior to the disclosure thereof by the Disclosing Party; (ii) not disclose information that is or becomes generally available to the Confidential Information to any person save and except with public other than as a result of a disclosure directly or indirectly by the prior written consent Recipient Party in breach of the Disclosing Party or in accordance with Clause 13.2this Section 6.10; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited information that is independently developed by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed information that is or becomes available to the Recipient Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Recipient Party pursuant to and be bound by any obligation or confidentiality in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyrelation thereto.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: Unless (i) keep the Confidential Information confidential; otherwise expressly provided in this Agreement, (ii) not disclose required by applicable Law or any listing agreement with, or the Confidential Information to rules and regulations of, any person save and except with applicable securities exchange or the prior written consent of the Disclosing Party or in accordance with Clause 13.2; NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Purchaser and the Company, any information or documents furnished in connection herewith shall be kept strictly confidential by the Company, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or the Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to the Exchange Act with respect to the Offer and the Merger, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any filings with the SEC. In the event the Merger is not use consummated, each party shall return to the Confidential Information for other any purpose documents furnished by the other than and all copies thereof any of them may have made and will hold in absolute confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the performance pursuit or defense of its obligations under this Agreement; and a claim, (ivii) Comply at all times with 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 PDPA. 14.2 During the Term public other than by breach of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information Section 8.1. Prior to its employees and/or any disclosure of information pursuant to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained exception in Clause 13.1 shall not apply to any confidential Information which: clause (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that such party may seek a third party; or (iv) Is disclosed by the Receiving Party pursuant protective order or other appropriate remedy should it choose to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodydo so.

Confidentiality. 14.1 During Each party acknowledges that Confidential Information may be delivered from one party hereto (the Term “Disclosing Party”) to the other party hereto (the “Recipient”) pursuant to this Agreement. The Recipient of this Agreement any Confidential Information shall use no less than the same means it uses to protect its similar confidential and after termination or expiration proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party Party. Each party agrees that it will not disclose or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose of the other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary party except for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of Agreement and complies with all as authorized herein. Notwithstanding the Receiving Party's obligations of confidentiality under this Agreement as if foregoing, the Recipient were a party may use or disclose Confidential Information disclosed to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure it by the Disclosing Party as follows: (i) to Affiliates of such party or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such Confidential Information and instructed to keep it confidential, (ii) to the Receiving Party; extent requested by any regulatory authority, stock exchange, government department or agency, or required by law; provided, that, to the extent permitted by the requesting body, the Recipient provides the Disclosing Party with notice of such requirement prior to any such disclosure and requests that the requesting body afford confidential treatment to the Confidential Information disclosed, (iii) is subsequently becomes lawfully into to the possession extent required to be included in the financial statements of the Receiving Party from a third party; or Recipient or an Affiliate thereof, (iv) Is disclosed by to the Receiving Party extent required to exercise any rights or remedies under the Transaction Documents, Purchased Loans or underlying Mortgaged Property collateralizing any Purchased Loan, (v) to the extent required to consummate and administer a Transaction under the Transaction Documentation, (vi) in the event Recipient is legally compelled to disclose pursuant to and in accordance with a relevant statutory obligationdeposition, an interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction jurisdiction, and (vii) to any actual or prospective investor, transferee or hedge counterparty that, in each case, agrees to comply with the confidentiality requirements of the Transaction Documentation (including this Section 32) and has signed a confidentiality agreement to that effect incorporating customary terms and conditions; provided that no such disclosure made with respect to any Transaction Document shall include a copy of such Transaction Document to the extent that a summary would suffice, but if it is necessary for a copy of any Transaction Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosure (except if the disclosure of such information is necessary for any of the purposes set forth in clauses (i), (ii), (iv), (vi) or (vii) above). In the event of any unauthorized disclosure or loss of, or inability to account for, Confidential Information of the Disclosing Party, the Recipient will notify the Disclosing Party immediately and will take all available steps to terminate the unauthorized use or further unauthorized disclosure of the Confidential Information of the Disclosing Party. Each Seller agrees to maintain the confidentiality of any information relating to a rate provided by a reference bank (as described in the definition of LIBOR), except (a) to its directors, officers, employees, advisors or affiliates on a confidential and need-to-know basis in connection herewith, (b) as consented to by the applicable reference bank or (c) as required by any Requirement of Law, or as requested or required by an order of a competent Governmental Authority or regulatory bodyauthority or exchange (in which case such Seller agrees to inform the applicable reference bank promptly thereof prior to such disclosure).

Confidentiality. 14.1 During (a) Except to the Term extent otherwise required by applicable law, as required to be filed publicly with the Securities and Exchange Commission, or unless the Administrative Agent shall otherwise consent in writing, the Seller and the Servicer each agrees to maintain the confidentiality of this Agreement (and after termination all drafts hereof and documents ancillary hereto) in its communications with third parties other than any Affected Party or expiration any Indemnified Person and otherwise and not to disclose, deliver or otherwise make available to any third party (other than its directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement for (or any reason whatsoever, the Receiving draft hereof and documents ancillary hereto) except to an Affected Party shall:or an Indemnified Person. (ib) keep The Seller and the Confidential Information confidential; Servicer each agrees that it shall not (iiand shall not permit any of its Subsidiaries to) not disclose issue any news release or make any public announcement pertaining to the Confidential Information to any person save transactions contemplated by this Agreement and except with the other Related Documents without the prior written consent of the Disclosing Party Conduit Purchaser, the Committed Purchaser and the Administrative Agent (which consent shall not be unreasonably withheld) unless such news release or public announcement is required by law, in accordance with Clause 13.2; (iii) not use which case the Confidential Information for any purpose other than in connection Seller or the Servicer, as applicable, shall consult with the performance Conduit Purchaser, the Committed Purchaser and the Administrative Agent prior to the issuance of its obligations under this Agreement; and (iv) Comply at all times with such news release or public announcement. The Seller may, however, disclose the PDPA. 14.2 During general terms of the Term of transactions contemplated by this Agreement and unless prohibited by the PDPAother Related Documents to trade creditors, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to suppliers and other similarly-situated Persons so long as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient such disclosure is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order form of a court of competent jurisdiction news release or an order of a competent regulatory bodypublic announcement.

Confidentiality. 14.1 During Each party hereto agrees to, and shall cause its Affiliates, directors, officers, employees, agents, advisors and representatives (collectively, "REPRESENTATIVES") to, keep any information supplied by or on behalf of any of the Term of other parties to this Agreement Agreement, confidential ("CONFIDENTIAL INFORMATION") and after termination or expiration of this Agreement for any reason whatsoeverto use, the Receiving Party shall: (i) keep and cause its Representatives to use, the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than only in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with Merger, the PDPA. 14.2 During the Term of this Merger Agreement and unless prohibited the transactions contemplated hereby and thereby; PROVIDED, HOWEVER, that the term "CONFIDENTIAL INFORMATION" does not include information that (a) as documented in writing, was in such party's possession prior to the date hereof; PROVIDED, that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party's Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the PDPAparties hereto or any of their respective Representatives; PROVIDED, the Receiving Party may disclose the that such source is not known by such party after reasonable inquiry to be bound by a confidentiality agreement with or other obligation of secrecy to any person; PROVIDED, FURTHER, however, that that nothing herein shall prevent any party hereto from disclosing Confidential Information to its employees and/or to (i) upon the Financial Institution order of any court or administrative agency, (hereinafter referred to as ii) upon the ''Recipient''request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent reasonably required by Law, (iv) to the extent necessary for in connection with the purposes exercise of this Agreement. 14.3 The Receiving Party shall procure any remedy hereunder, and (v) to such party's Representatives that each Recipient is made aware need to know such information (it being understood and agreed that, in the case of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: clause (i) is in the public domain at the date of this Agreement), or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; or (iii) is subsequently becomes lawfully into ), such disclosing party shall notify the possession other parties hereto of the Receiving Party from proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to obtain a third party; or (iv) Is protective order and to ensure that any information so disclosed by the Receiving Party pursuant to is accorded confidential treatment, when and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyif available).

Confidentiality. 14.1 During Prior to the Term Effective Time and after any termination of this Agreement Agreement, each of Parent and after termination the Company shall hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or expiration administrative process or by other requirements of this Agreement for any reason whatsoeverlaw, all confidential documents and information concerning the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information other party furnished to any person save and except with the prior written consent of the Disclosing Party it or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than its Affiliates in connection with the performance of its obligations under transactions contemplated by this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') except to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: such information was (i) is previously known on a nonconfidential basis by such party from a source other than the other party or its Subsidiaries or their advisors, provided that to such party's knowledge such source was not prohibited from disclosing such information to such party by a contractual, legal or fiduciary obligation to the other party or its Subsidiaries or their advisors, (ii) in the public domain at through no fault of such party or (iii) later lawfully acquired by such party on a non-confidential basis from sources other than the date other party or its Subsidiaries or their advisors, provided that to such party's knowledge, after due inquiry, such source is not prohibited from disclosing such information to such party by a contractual, legal or fiduciary obligation to the other party or its Subsidiaries or their advisors; provided that each of Parent and the Company may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such party informs such Persons of the confidential nature of such information and directs them to treat it confidentially. Notwithstanding any other provision of this Agreement, each of Parent and the Company may disclose the tax treatment and tax structure of the transactions contemplated by this Agreement (including any materials, opinions or at analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any time after the date nonpublic commercial or financial information, except as otherwise required by applicable securities laws). Moreover, notwithstanding any other provision of this Agreement comes into Agreement, there shall be no limitation on Parent's or the public domain other than through breach Company's ability to consult any tax adviser, whether or not independent from Parent, Company or their respective Affiliates, regarding the tax treatment or tax structure of the transactions contemplated by this Agreement. Each of Parent and the Company shall satisfy its obligation to hold any such information in confidence if it exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement by is terminated, each of Parent and the Receiving Party Company shall, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party deliver to the Receiving Party; (iii) is subsequently becomes lawfully into other party, upon request, all documents and other materials, and all copies thereof, that it or its Affiliates obtained, or that were obtained on their behalf, from the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant other party in connection with this Agreement and that are subject to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodysuch confidence.

Confidentiality. 14.1 During (a) In connection with Agent’s appointment hereunder, each party shall obtain confidential information related to the Term other party or its shareholders that is not available to the general public (“Confidential Information”), which Confidential Information shall include the terms and conditions of this Agreement and after termination the exhibits attached hereto. Each party agrees that the Confidential Information shall be held and treated by it, its directors, officers, employees, affiliates, agents and subcontractors (collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or expiration of this Agreement governmental authority. Confidential Information shall be used by each party and its Representatives only for any reason whatsoever, the Receiving Party shall: purposes for which provided and shall be disclosed by such party only to those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information that (i) keep is now or subsequently becomes generally available to the Confidential Information confidential; public through no fault or breach on the part of the receiving party; (ii) not disclose the Confidential Information receiving party had rightfully in its possession prior to any person save and except with disclosure to it by the prior written consent of the Disclosing Party or in accordance with Clause 13.2; disclosing party; (iii) not is independently developed by the receiving party without the use of or reference to any Confidential Information; or (iv) the Confidential Information for any purpose receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who has the right to transfer or disclose it. (b) In connection with the provision of services under this Agreement, the Company may direct Agent to release information, including non-public personal information (“NPPI”), as defined in Title V of the Gramm Xxxxx Xxxxxx Act and the regulations issued thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to the Company’s agents or other third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, the Company consents to the release of information, including NPPI, (i) to any of Agent’s Representatives in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement services provided hereunder and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known as required by law, regulation, subpoena or governmental authority. Agent shall not be liable for the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession release of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and information in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodythe foregoing provisions.

Confidentiality. 14.1 During (a) Except as permitted under this Section 5.10, each Investor (the Term of this Agreement and after termination or expiration of this Agreement for “Recipient”) shall not disclose any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (iias defined below) not disclose the Confidential Information obtained from or relating to any person save and except with a Party without the prior written consent of such Party; provided that the Disclosing Party Recipient may disclose any Confidential Information to Persons in connection with a Permitted Syndication and to any of his, her or its Affiliates and any of their respective Representatives (as defined below) who need to know such Confidential Information in accordance connection with Clause 13.2; (iii) advising such Recipient with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby, in each case, provided that, prior to such disclosure, Recipient has directed such Affiliates and Representatives and they have agreed, to maintain the confidentiality of such Confidential Information as set out herein or are otherwise bound by applicable Law or rules of professional conduct to keep such information confidential. Each Recipient shall not and shall direct his, her or its Affiliates and their respective Representatives to whom Confidential Information is disclosed not to, use the any Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary exclusively for the purposes of consummating the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Documents. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to (b) In this Agreement. 14.4 The obligations contained , “Confidential Information” refers to all written, oral or other information obtained in Clause 13.1 shall not apply to confidence by a Recipient from any confidential Information which: other Party in connection with this Agreement, the Merger Agreement, or the transactions contemplated hereby and thereby from and after the date hereof, unless such information (i) is in already or becomes known to the public domain at Recipient prior to the date disclosure thereof by the disclosing Party, (ii) is provided to the Recipient by a third party which is not known by such Recipient to be bound by a duty of this Agreementconfidentiality to the disclosing Party, (iii) is or at any time after the date of this Agreement comes into the public domain becomes publicly available other than through a breach of this Agreement by the Receiving Party such Recipient, or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed is developed independently by or for the Receiving Party pursuant to and in accordance with a relevant statutory obligationRecipient without using any Confidential Information. In this Agreement, an order “Representative” of a court of competent jurisdiction or an order of a competent regulatory bodyPerson refers to that Person’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, general partners, and limited partners.

Confidentiality. 14.1 During a. Except as expressly authorized in this Agreement, as otherwise agreed to in writing by the Term parties, or as required by applicable law, regulation or court order, each party hereto and its affiliates (each, for purposes of this Agreement and after termination or expiration of this Agreement for any reason whatsoeversection, the Receiving Party shall: (i“Recipient Party”) shall keep the Confidential Information confidential; (ii) confidential and shall not disclose the Confidential Information to any person save and use or disclose, except with the prior written consent of the other party hereto (each, for purposes of this section, the “Disclosing Party Party”), any and all non-public, proprietary or in accordance with Clause 13.2; (iii) not use confidential information concerning the Confidential Information for any purpose other than business of the Disclosing Parties and/or their affiliates or investors, or potential investors, therein obtained in connection with the performance of its obligations services rendered under this Agreement, including, without limitation, Portfolio Information (the “Information”); and provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (ivcollectively, the “Representatives”) Comply at all times who (i) need to know the Information in connection with this Agreement, (ii) have been informed of the confidential nature of such Information and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. Notwithstanding the foregoing, the Trust and the Adviser shall be permitted to disclose Information to any third party in connection with the PDPA. 14.2 During operation of the Term of this Agreement Fund, provided that such third party has been advised that such Information is to be kept confidential and unless prohibited by the PDPA, Adviser shall not identify the Receiving Party may disclose securities and other instruments held in the Confidential Information to its employees and/or Allocated Portion as specifically attributable to the Financial Institution Sub-Adviser in any disclosure of such Information (hereinafter referred except for disclosures to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 Representatives). The Receiving Party shall procure term “Information” will not include information that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is or becomes publicly available other than as a result of a disclosure by the Recipient Party in the public domain at the date violation of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; section; (ii) is known by or becomes available to the Receiving Recipient Party prior or its Representatives from a source other than the Disclosing Party, which source, to disclosure by the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to the Receiving Party; such information; (iii) is subsequently becomes lawfully into was already in the Recipient Party’s possession or the possession of its Representatives prior to receiving such information from the Receiving Party from a third partyDisclosing Party; or or (iv) Is disclosed is developed independently by the Receiving Recipient Party pursuant or its Representatives without use of the Information. Notwithstanding anything to the contrary provided elsewhere herein, none of the confidentiality provisions in this section shall in any way limit the activities of Adviser and its affiliates in accordance with a relevant statutory obligation, an order their businesses of a court of competent jurisdiction providing services to the Trust or an order of a competent regulatory bodyother clients.

Confidentiality. 14.1 During the Term (a) The existence and terms of this Agreement and after termination information disclosed by or expiration on behalf of either Party to the other Party or its representatives in connection with this Agreement (hereinafter referred to as “Confidential Information”) shall, during the term of this Agreement for any reason whatsoeverand until the expiration of thirty-six (36) months after this Agreement and all Confirmations have terminated, the Receiving be treated as confidential by each Party shall: (i) keep the Confidential Information confidential; (ii) and shall not disclose the Confidential Information be disclosed in whole or part by either Party to any person save and except with third party without the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term Party. No breach of this Agreement and unless prohibited by Section 19(a) shall entitle the PDPA, the Receiving other Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of terminate this Agreement. 14.3 The Receiving (b) Notwithstanding Section 19(a), neither Party shall procure that each Recipient is made aware be required to obtain the prior written consent of and complies with all the Receiving Party's obligations other Party in respect of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information whichdisclosure of Confidential Information: (i) is to Affiliates of such Party, provided that such Party shall require such Affiliates to keep the Confidential Information confidential on the same terms as are provided in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any RecipientSection 19; (ii) is known to Persons professionally engaged by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving or on behalf of such Party; (iii) to any Government Entity having jurisdiction over such Party, but only to the extent that such Party is subsequently becomes lawfully into required by such Government Entity to make disclosure; (iv) to any lenders or other providers of capital or prospective lenders or providers of capital in connection with the possession financing or funding of such Party’s operations; (v) to the Receiving Party from a third partyextent reasonably required by any Applicable Law or rule of any relevant stock exchange or to the extent required by any juridical, arbitral or administrative proceeding; or (ivvi) Is to the extent any disclosure is required to be made in the financial statements of either Party or any of its Affiliates or in publicly filed documents to effect the transactions contemplated by this Agreement and any Confirmations; provided, that the disclosing Party shall keep the disclosure of the Confidential Information to the minimum necessary for the purpose for which it is disclosed by and shall, as soon as reasonably practicable or permissible, notify the Receiving other Party pursuant of such disclosure. (c) Notwithstanding anything to the contrary herein, either Party and its Affiliates shall be permitted to include in documents filed with regulators regarding securities offered or to be offered of an Affiliate of such Party (and in accordance with a relevant statutory obligationany amendments thereto or related offering documents) any information regarding the Parties, an order this Agreement and the transactions contemplated by this Agreement. (d) Neither Party shall issue any press release or make any public announcement relating to the subject matter of a court this Agreement without the prior written consent of competent jurisdiction or an order of a competent regulatory bodythe other Party.

Confidentiality. 14.1 During Each Party (the Term “Receiving Party”) shall, and shall cause its respective Affiliates and Representatives to (each such Affiliate or Representative of either the Company, Parent, Seller or Buyer, as the case may be, a “Receiving Party Representative”) to, maintain in confidence all information received from the other Party or a Company (the “Disclosing Party”) (other than disclosure to that Person’s Representatives in connection with the evaluation and consummation of the Transactions), and such Disclosing Party’s Affiliates or Representatives (as the case may be, a “Disclosing Party Representative”) in connection with this Agreement or the transactions contemplated by the Transaction Documents (including the existence and terms of this Agreement and after termination or expiration of this Agreement for any reason whatsoeverthe such transactions) and use such information solely to evaluate such transactions, unless i) such information can be shown to be already known to the Receiving Party shall: (i) keep or a Receiving Party Representative before the Confidential Information confidential; (time of disclosure to such Person, ii) such information can be shown to be subsequently disclosed to the Receiving Party or a Receiving Party Representative by a third party that, to the knowledge of the Receiving Party or such Receiving Party Representative, is not disclose the Confidential Information bound by a duty of confidentiality to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (any Disclosing Party Representative, iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient such information is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than becomes publicly available through no breach of this Agreement by by, or other fault of, the Receiving Party or any Recipient; (iiReceiving Party Representative or iv) is known by the Receiving Party prior to or Receiving Party Representative in good faith believes that the furnishing or use of such information is required by, or necessary in connection with, any proceeding, Law or any listing or trading agreement concerning its publicly traded securities (in which case the Receiving Party or such Receiving Party Representative shall, as promptly as practicable, advise the Disclosing Party in writing before making the disclosure by and cooperate with the Disclosing Party to limit the Receiving Party; (iii) is subsequently becomes lawfully into the possession scope of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodysuch disclosure).

Confidentiality. 14.1 During (a) The parties hereto, other than the Term of this Agreement PBGC, agree, except as required by Law or stock exchange regulations, to keep confidential and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not to disclose the Confidential Information to any person save and except with without the prior written consent of the Disclosing Party other parties hereto to any Person any information about the existence of this Agreement, including the Schedules to this Agreement, its terms or conditions, including the terms and conditions set forth in accordance the Schedules to this Agreement, or any other facts relating thereto, including information about negotiations between the parties hereto and negotiations and agreements with Clause 13.2; (iii) not use the Confidential Information for any purpose other than third parties, including Governmental Authorities, which took place in connection with this Agreement or the performance of its obligations under Schedules to this Agreement; andprovided, that each party hereto may disclose such information to (i) any agents, representatives, advisors (including legal, accounting and financial advisors) and investors, and (subject to reasonable and customary confidentiality agreements) potential investors or acquirors of such party or its Affiliates or (ii) the U.S. Treasury Department, the Bankruptcy Court and any other Governmental Authority; provided further, that each party shall inform such Persons of the confidential nature of such information and cause Persons referred to in the foregoing clause (i) to comply with the confidentiality obligations of this Section 11 with respect to such information as if such Person were a party hereto. (ivb) Comply at all times with The PBGC acknowledges that the PDPA. 14.2 During the Term subject matter of this Agreement is within the scope of its Letter Confidentiality Agreement (“PBGC Confidentiality Agreement”) with CarCo (formerly known as DaimlerChrysler Corporation), dated March 15, 2007, and unless prohibited by agrees that the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or PBGC Confidentiality Agreement shall inure to the Financial Institution (hereinafter referred to as benefit of the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement Daimler Parties as if the Recipient each were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 thereto. Section 11(a) and Section 11(c) shall not apply to any confidential Information which:the PBGC. (ic) is Subject to Section 11(b) and the provisos in Section 11(a), in the public domain at event that any party hereto other than the date PBGC is requested pursuant to, or required by, Law to disclose any information concerning this Agreement (each such party a “Notifying Party”), prompt notice of such request or requirement shall be given to each of the other parties hereto in order to enable such parties to seek an appropriate protective order or other remedy (and if any such party seeks such an order, the Notifying Party will provide such cooperation as the other party or parties shall reasonably request), to consult with the Notifying Party with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the parties hereto waive compliance, in whole or in part, with the terms of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Notifying Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession will disclose only that portion of the Receiving information that the Notifying Party from a third party; or (iv) Is is advised in writing by counsel is legally required to be disclosed by and the Receiving Notifying Party pursuant will use its best efforts to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyensure that all information so disclosed will be accorded confidential treatment.

Confidentiality. 14.1 During (a) Except as expressly provided in this Agreement, the Term of parties agree that a party receiving any information furnished to it pursuant to this Agreement (the “Receiving Party”) by the other party hereto (the “Disclosing Party”) shall not publish or otherwise disclose and after termination or expiration of this Agreement shall not use it for any reason whatsoeverpurpose other than provided herein (such information provided by a Disclosing Party, the Receiving Party shall“Confidential Information”). For the avoidance of doubt, all reports and non-public information provided by Company to EF as required by Sections 1(c), 7 and 9(l), whether directly or through the PAG, shall be deemed to be the Confidential Information of Company. (b) Notwithstanding Section 8(a) above, Confidential Information shall not include information that, in each case as demonstrated by written documentation: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information was already known to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations , other than under an obligation of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain confidentiality, at the date time of this Agreement, disclosure or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known was developed by the Receiving Party prior to its disclosure by the Disclosing Party Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (iii) is subsequently becomes lawfully into became generally available to the possession public or otherwise part of the public domain after its disclosure and such disclosure was made other than through any act or omission of the Receiving Party in breach of this Agreement; (iv) was subsequently lawfully disclosed to the Receiving Party by a person other than the Disclosing Party, and who did not directly or indirectly receive such information from a third partythe Disclosing Party; or (ivv) Is disclosed is developed by the Receiving Party pursuant without use of or reference to any Confidential Information of the Disclosing Party. (c) Notwithstanding Section 8(a) above, Receiving Party may use and in accordance with disclose the Disclosing Party’s Confidential Information to its Affiliates, licensees, sublicensees, contractors and third parties to the extent such use and/or disclosure is reasonably necessary to exercise the rights granted to it under this Agreement, provided that Receiving Party ensures that any such entities or persons are bound by a relevant statutory obligation, an order written obligation of confidentiality as materially protective of Disclosing Party’s Confidential Information as this Section 8. (d) If a Receiving Party is required to disclose the Disclosing Party’s Confidential Information by law or by a court or other tribunal of competent jurisdiction or an order jurisdiction, (i) the Receiving Party shall immediately give as much advance notice as feasible to the Disclosing Party to enable the Disclosing Party to exercise its legal rights to prevent and/or limit such disclosure, and (ii) the Receiving Party shall disclose only that portion of a competent regulatory bodythe Disclosing Party’s Confidential Information that, in the opinion of the Receiving Party’s legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment.

Confidentiality. 14.1 During the Term of Except as otherwise provided in this Agreement and after termination or expiration of this Agreement for any reason whatsoeverArticle 8, the Receiving each Party shall: (i) keep the shall maintain Confidential Information confidential; (ii) of the other Party in confidence and shall not disclose the Confidential Information of the other Party to any person save Third Party and except with the prior written consent shall not use Confidential Information of the Disclosing other Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations except as expressly authorized under this Agreement. “Confidential Information” shall mean any and all proprietary information (whether in written, electronic, visual, verbal or other form) received from the other Party or its representatives, including, but not limited to, all proprietary information relating to any technology, product, method, process or intellectual property of such disclosing Party (including, but not limited to, Patent Rights, and other owned or licensed intellectual property rights, data, know-how, samples, technical and non-technical materials and specifications), as well as any business plan, financial information, research data or results, or other confidential commercial information of or about such disclosing Party that have been identified or labeled as being “confidential”; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAprovided, the Receiving Party may disclose the however, that Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to include any confidential Information which: information that: (ia) is in the public domain at the date or becomes part of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach by unauthorized acts or omissions of this Agreement the Party obligated not to disclose such Confidential Information or its employees, directors, officers, or agents (collectively, the “Receiving Party”); (b) can be shown by written documents to have been disclosed to the Receiving Party by a Third Party; provided, however, that such Third Party had no obligation of confidentiality or any Recipient; non-use to the disclosing Party with respect to such Confidential Information; (iic) is known can be shown by written documents to have been in the possession of the Receiving Party prior to disclosure by the Disclosing disclosing Party; provided, however, that such Confidential Information was not obtained directly or indirectly from the disclosing Party prior to the Receiving Party; this Agreement pursuant to a separate confidentiality agreement; or (iiid) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is required to be disclosed by the Receiving Party by a court or governmental agency or otherwise pursuant to law; provided, however, that in connection with this clause (d) the Receiving Party shall notify the other Party immediately upon receipt thereof and in accordance give such other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information; and provided, further, that the Receiving Party furnishes only that portion of the Confidential Information that it is advised by counsel is legally required whether or not a relevant statutory obligation, an protective order of a court of competent jurisdiction or an other similar order of a competent regulatory bodyis obtained by the other Party.

Confidentiality. 14.1 During the Term of Each Party shall keep confidential all information obtained from any other Party which is nonpublic and confidential or proprietary in nature (including any information any Party specifically designates as confidential), except as provided below, and use such information only in connection with their respective capacities under this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving purposes contemplated hereby. Each Party shall: shall be permitted to disclose such information (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save Affiliates, outside legal counsel, accountants, and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than professional advisors who need to know such information in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement administration and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date enforcement of this Agreement, or at to any time after Person who is a prospective purchaser of an interest that may be subject to this Agreement, including any Coal Interest or Gas Interest, subject to agreement of such Persons to maintain the date confidentiality thereof, (ii) to the extent required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement comes into the public domain Agreement, (iii) if it becomes publicly available other than through as a result of a breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party available from a third party; or source not known to be subject to confidentiality restrictions, (iv) Is disclosed by in connection with the Receiving exercise, preservation, or protection of any right or remedy hereunder, applicable Law, or equity, or (v) if such other Party pursuant shall have consented to such disclosure, such consent not to be unreasonably withheld, delayed, or conditioned. For the avoidance of doubt, Coal Party’s ten year plans, life of mine plans, timing maps, reserve control maps, and coal quality maps shall be deemed nonpublic and confidential or proprietary in accordance nature, and Gas Party’s exploration and production plans and maps (including drilling and pipeline plans and maps), reserve estimates, production estimates, and similar operational and production-related information shall be deemed nonpublic and confidential or proprietary in nature, and each Party agrees that the aforesaid information is subject to the terms of this Section 8.15 with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodydisclosure permitted only as set forth in clauses (i) through (v) herein.

Confidentiality. 14.1 During (a) Except as otherwise provided herein, in any Ancillary Agreement, or in any Contract between a Party or its Subsidiaries, on the Term one hand, and their respective employees, on the other hand, each of bluebird and 2seventy shall hold, and shall cause the other members of their respective Groups and their respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to bluebird’s Confidential Information pursuant to policies and procedures in effect as of the Distribution Effective Time, and not disclose or release, or permit to be disclosed or released, all Confidential Information of the other Party that is either in the first Party’s possession (including Confidential Information in its possession prior to the Distribution Effective Time) or furnished by the other Party or any member of its Group or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and after termination shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder or expiration under any Ancillary Agreement. If any Confidential Information is disclosed to any member of the other Party’s Group in connection with providing services to any member of such first Party’s Group under this Agreement for or any reason whatsoeverAncillary Agreement, then such disclosed Confidential Information shall be used by the applicable member of such other Party’s Group only as required to provide such services. (b) Notwithstanding anything to the contrary in this Section 7.6, each Party may disclose, or may permit disclosure of, the Receiving Party shall: other Party’s Confidential Information: (i) keep to its Representatives who have a need to know such information for non-commercial purposes and are informed of the obligation to hold such information confidential and in respect of whose failure to comply with such obligations, the first Party will be responsible or (ii) if any Party or any other member of its Group is required or requested to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with an Action brought by a Governmental Entity that it is advisable to do so. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent relates of the Disclosing existence of such requirement or request and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party (at the expense of the other Party) will cooperate in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') obtaining to the extent reasonably necessary for practicable. In the purposes event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (c) Each of bluebird and 2seventy shall inform their respective Representatives who have or have access to the other Party’s Confidential Information of their obligation to hold such information confidential in accordance with the provisions of this Agreement. 14.3 The Receiving Party shall procure that each Recipient (d) Without limiting the foregoing, when any Confidential Information is made aware of and complies with all no longer needed for the Receiving Party's obligations of confidentiality under purposes contemplated by this Agreement or any Ancillary Agreement, each Party shall, at its option and as if promptly as practicable after receiving a written request from the Recipient were other Party, either (i) return to such other Party all such information in a party tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or (ii) certify to such other Party that the first Party has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that such first Party’s Representatives may retain one (1) copy of such information to the extent required by applicable Law or professional standards, and shall not be required to destroy any such information located in back-up, archival electronic storage; and provided further, that any such information so retained shall remain subject to the confidentiality and non-use provisions of this Agreement or any Ancillary Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply (e) Each Party acknowledges that it and its respective Subsidiaries may presently have and, following the Distribution Effective Time, may gain access to any or possession of confidential Information which: or proprietary information of, or personal information relating to, Third Parties (i) is in that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the public domain at one hand, and the date other Party (or another member of this Agreementits Group), on the other hand, prior to the Distribution Effective Time; or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known that, as between the two Parties, was originally collected by the Receiving other Party prior to disclosure by the Disclosing Party to the Receiving Party; (iiior another member of its Group) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the other members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with a relevant statutory obligationprivacy, an order data protection or other applicable Laws and the terms of a court any agreements that were either entered into before the Distribution Effective Time or affirmative commitments or representations that were made before the Distribution Effective Time by, between or among the other Party (or other member(s) of competent jurisdiction its Group), on the one hand, and such Third Parties, on the other hand. (f) For the avoidance of doubt and notwithstanding any other provision of this Section 7.6, (i) the sharing of Privileged Information shall be governed solely by Section 7.7, and (ii) information that is subject to any confidentiality provision or an order other disclosure restriction in any Ancillary Agreement shall be governed by the terms of a competent regulatory bodysuch Ancillary Agreement.

Confidentiality. 14.1 During (a) From and after the Term Distribution Date, each of NiSource and Columbia shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, in strict confidence, with at least the same degree of care that applies to NiSource’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the receiving party after the Distribution Date, all Confidential Information of the disclosing party or any of its Affiliates obtained by such receiving party prior to the Distribution Date, accessed by such receiving party pursuant to Section 9.1 or furnished to such receiving party by or on behalf of the disclosing party or any of its Affiliates pursuant to this Agreement and after termination or expiration of this Agreement for or, to the extent not addressed in a Transaction Agreement, any reason whatsoeveragreement contemplated hereby, the Receiving Party shall: (i) keep the shall not use such Confidential Information confidential; (iiexcept as contemplated by this Agreement, such Transaction Agreement or any agreement contemplated hereby) and shall not release or disclose the such Confidential Information to any person save other Person, except its Representatives, who shall be bound by the provisions of this Section 9.8 or similar confidentiality obligations; provided, however, that NiSource and except with Columbia and their respective Representatives may disclose or use such information if, and only to the prior written consent extent that, (i) a disclosure of such information is compelled by judicial or administrative process or, in the opinion of the Disclosing Party or receiving party’s counsel, by other requirements of Law (in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAwhich case such party will provide, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for practicable under the purposes circumstances, advance written notice to the other party of this Agreement. 14.3 The Receiving Party shall procure its intent to make such disclosure) or (ii) the receiving party can show that each Recipient is made aware such information (A) has been published or has otherwise become available to the general public as part of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date without breach of this Agreement, (B) has been furnished or at made known to the receiving party without any time after obligation to keep it confidential by a Third Party under circumstances that are not known to the date receiving party to involve a breach of the Third Party’s obligations to a Party or (C) was developed independently of information furnished or made available to the receiving party as contemplated under this Agreement comes into (except, in the public domain case of each of (A), (B) and (C), to the extent that notwithstanding the foregoing, use or disclosure thereof would be prohibited by applicable Law); and provided further that NiSource and Columbia may disclose, or permit disclosure of, Confidential Information to their respective auditors, attorneys, financial advisors, bankers and other than through appropriate Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (i) above, each party hereto, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the parties hereto will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other applicable party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) Each of NiSource and Columbia, respectively, shall be responsible for any breach of this Agreement Section 9.8 by any of its Representatives to whom it has disclosed Confidential Information. (c) Notwithstanding the Receiving Party or any Recipient; provisions of this Section 9.8, each of NiSource and Columbia will be deemed to have satisfied its obligations under Section 9.8(a) with respect to preserving the confidentiality of the other party’s Confidential Information as long as it takes the same degree of care that it takes to: (i) secure and maintain the confidentiality of its own similar information; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; protect its own similar information against anticipated threats or hazards; and (iii) is subsequently becomes lawfully into protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own similar information. (d) Each of NiSource and Columbia acknowledges that the possession disclosing party would not have an adequate remedy at law for the breach by the receiving party of any one or more of the Receiving Party from a third party; or (iv) Is disclosed by covenants contained in this Section 9.8 and agrees that, notwithstanding Section 10.2, the Receiving Party pursuant disclosing party shall, in addition to the other remedies that may be available to it, be entitled to an injunction to prevent actual or threatened breaches of this Section 9.8 and to enforce specifically the terms and provisions of this Section 9.8 in accordance with a relevant statutory obligation, an order of a any court of competent jurisdiction jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.8 shall survive the Distribution Date indefinitely. (e) This Section 9.8 shall not apply with respect to Confidential Information furnished to the receiving party or an order accessed by the receiving party pursuant to any Transaction Agreement, except to the extent that such Transaction Agreement incorporates the provisions of a competent regulatory bodythis Section 9.8 by reference. (f) Notwithstanding the limitations set forth in this Section 9.8, with respect to financial and other information related to the Columbia Parties for the periods during which such Columbia Parties were Subsidiaries of NiSource, in addition to fulfilling its periodic reporting obligations with the SEC as required by applicable Law, NiSource shall be permitted to disclose such information in its earnings releases, investor calls, rating agency presentations and other similar disclosures.

Confidentiality. 14.1 During the Term of (a) Each party acknowledges that in performing this Agreement and after termination or expiration of this Agreement for any reason whatsoeverAgreement, the Receiving Party shall: party may be provided with and have access to the other party’s confidential information, including, without limitation, technical information (such as software, algorithms, technology, and trade secrets relating to the Assets), processes, product plans and sales information, that the party treats as proprietary, confidential or of substantial value and which value would be impaired if improperly used or disclosed to third parties (“Confidential Information”). The parties acknowledge that Confidential Information may include any of the foregoing which has been provided to the other party prior to the Closing Date. However, “Confidential Information” shall not include information that (i) keep is or becomes available to the Confidential Information confidential; public through no wrongful act of the receiving party, (ii) was in the possession of the receiving party prior to the time it was disclosed hereunder, (iii) is independently made available as a matter of right to the receiving party by a third party, or (iv) is independently developed for the receiving party. (b) For a period of five (5) years from the Closing Date, each party shall maintain the other party’s Confidential Information in confidence and not disclose the other party’s Confidential Information to any person save and except with the prior written consent Person other than to its officers, fiduciaries, employees, agents or consultants who have a business need to know such Confidential Information, who have been informed of the Disclosing Party confidential nature of such Confidential Information and who are, either by nature of their positions or in accordance duties or pursuant to written agreement, subject to substantially equivalent restrictions with Clause 13.2; (iii) not respect to the use and disclosure of the Confidential Information for any purpose other than as are set forth in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 (c) The Receiving Party shall procure that obligation of each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained maintain the other party’s Confidential Information in Clause 13.1 confidence shall not apply to any confidential Confidential Information which: (i) is that becomes publicly available (other than by reason of a disclosure by a party in the public domain at the date violation of this Agreement), or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known the disclosure of which has been consented to by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; other party in writing, or (iii) the disclosure of which is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed required by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order other Governmental Authority or otherwise as required by applicable Law or regulation of a competent regulatory bodynational securities exchange on which the securities of such party may then be listed. (d) Before any party discloses any of the other party’s Confidential Information pursuant to Section 5.2(c)(iii), such party shall as soon as practicable, and in any event prior to making any such disclosure, notify the other party of the specific Confidential Information proposed to be disclosed and of the court order, subpoena, interrogatories, government order or other reason that requires disclosure of the Confidential Information so that the other party may seek a protective order or other remedy to protect the confidentiality of the Confidential Information or waive compliance with the applicable provisions of this ARTICLE V. Such party shall also consult with the other party on the advisability of taking steps to eliminate or narrow the requirement to disclose the Confidential Information and shall otherwise cooperate with the efforts of the other party to obtain a protective order or other remedy to protect the Confidential Information. If a protective order or other remedy cannot be obtained, such party may disclose only that Confidential Information that its counsel advises in writing (which writing shall also be addressed and delivered to the other party) is legally required to be disclosed. (e) Each party shall promptly inform the other party if it becomes aware of any reason, whether under applicable law, policy or otherwise, that it will, or might become compelled to, use the other party’s Confidential Information other than as contemplated by Section 5.2(b) or disclose Confidential Information in violation of the confidentiality restrictions in this ARTICLE V.

Confidentiality. 14.1 During (a) From and after the Term Distribution Date, each of TXI and Chaparral shall hold, and shall cause their respective Subsidiaries, Affiliates, directors, officers, employees, agents, consultants, advisors and other representatives to hold, in strict confidence, with at least the same degree of care that applies to TXI’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date or such other procedures as may reasonably be adopted by the applicable Party after the Distribution Date, all non-public information concerning or belonging to the other Party or any of its Subsidiaries or Affiliates obtained by it prior to the Distribution Date, accessed by it pursuant to Section 12.1, or furnished to it by the other Party or any of its Subsidiaries or Affiliates pursuant to this Agreement or any agreement or document contemplated hereby, including, without limitation, any trade secrets, technology, know-how and other non-public, proprietary intellectual property rights licensed pursuant to the Intellectual Property License Agreements and shall not release or disclose such information to any other Person, except their representatives, who shall be bound by the provisions of this Agreement Section 12.7; provided, however, that TXI and after termination or expiration of this Agreement for any reason whatsoeverChaparral and their Subsidiaries, Affiliates, respective directors, officers, employees, agents, consultants, advisors and other representatives may disclose such information if, and only to the Receiving Party shall: extent that, (i) keep a disclosure of such information is compelled by judicial or administrative process or, in the Confidential Information confidential; opinion of such Party’s counsel, by other requirements of law (in which case the disclosing Party will provide, to the extent practicable under the circumstances, advance written notice to the other Party of its intent to make such disclosure), or (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing such Party can show that such information (A) is published or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or is or otherwise becomes available to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) general public or is in the public domain at the date without breach of this Agreement, ; (B) has been furnished or at made known to the recipient without any time obligation to keep it confidential by a third party under circumstances which are not known to the recipient to involve a breach of the third party’s obligations to a Party hereto; (C) was developed independently of information furnished to the recipient under this Agreement; or (D) in the case of information furnished after the date Distribution Date, was not known to the recipient at the time of the Distribution but became known to the recipient prior to the time of receipt thereof from the other Party. (b) Each Party acknowledges that the other Party would not have an adequate remedy at law for the breach by the acknowledging Party of any one or more of the covenants contained in this Section 12.7 and agrees that, in the event of such breach, the other 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 Agreement comes into Section 12.7 and to enforce specifically the public domain other than through breach terms and provisions of this Agreement by Section. Notwithstanding any other Section hereof, the Receiving Party or any Recipient; (ii) is known by provisions of this Section 12.7 shall survive the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyDistribution Date indefinitely.

Confidentiality. 14.1 During 8.1. Each Party (“Receiving Party”) agrees that it will not disclose to third party/ies any information belonging to the Term other Party (“Disclosing Party”) which is provided to it by the Disclosing Party before, during and after the execution of this Agreement Agreement. All such information belonging to the Disclosing Party and after termination or expiration of this Agreement for any reason whatsoever, provided to the Receiving Party shall: (i) keep the shall be considered Confidential Information. Confidential Information confidential; (ii) not disclose includes prices, quotations, negotiated issues made before the Confidential Information to any person save and except with the prior written consent execution of the Disclosing Agreement, server configuration, design and other related information and information relating to the contents to be transmitted to and from the servers of Service Provider or Customer. All information provided by a Party or in accordance with Clause 13.2; (iii) to the other shall be considered confidential even if it is not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPAconspicuously marked as confidential. 14.2 During 8.2. Notwithstanding the Term of this Agreement and unless prohibited by the PDPAforegoing, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving neither Party shall procure that each Recipient is made aware have any obligations regarding non-use or non-disclosure of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: information which (i) is in already known to the Receiving Party at the time of disclosure; (ii) is or becomes part of the public domain at without violation of the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement terms hereof; (iii) is shown by conclusive documentary evidence to have been developed independently by the Receiving Party or any Recipient; without violation of the terms hereof; (iiiv) is known by the Receiving Party prior to disclosure disclosed by the Disclosing Party to a third party without similar restrictions on the Receiving Party; third party's rights; or (iiiv) is subsequently becomes lawfully into the possession of the Receiving Party received from a third party; orparty without similar restrictions and without violation of this or a similar agreement. (iv) Is 8.3. Each Party agrees not to disclose any of the Confidential information obtained from the other under any circumstances to any third party unless it is so required by law to be disclosed or if it falls under any of the exceptions mentioned in Clause 8.2 above. Any disclosure to be made by the Receiving Customer as per the requirements of law shall be so disclosed on providing advance notice to Service Provider with the reasons for such disclosures. 8.4. The terms and conditions of this Agreement, and all annexes, attachments and amendments hereto and thereto shall be considered Confidential Information. No news release, public announcement, advertisement or publicity concerning this Agreement and/or its contents herein shall be made by either Party pursuant without the prior written approval of the other Party unless such disclosure or public announcement is required by applicable law. Notwithstanding any provision to and the contrary, Service Provider shall be entitled to freely disclose the information that it is providing / has provided the Services to the Customer in accordance with a relevant statutory obligationits marketing, an order of a court of competent jurisdiction promotion or an order of a competent regulatory bodyother materials.

Confidentiality. 14.1 During 7.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the Term business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or it must be disclosed to third parties as required by the relevant laws and after termination regulations or expiration the requirements of this Agreement for the place where any reason whatsoeverParty’s Affiliate is listed, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shallshall not use any Confidential Information other than for the purpose of performing this Agreement. 7.2 The following information shall not be deemed a part of the Confidential Information: (ia) keep any information that has been lawfully acquired by the Confidential Information confidentialParty receiving such information before, as demonstrated by written evidence; (iib) any information entering the public domain not disclose attributable to the Confidential Information to any person save and except with the prior written consent fault of the Disclosing Party or in accordance with Clause 13.2; (iii) not use receiving the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreementinformation; and (ivc) Comply at all times with any information lawfully acquired by the PDPAParty receiving the information through other sources after its receipt of such information. 14.2 During the Term 7.3 For purpose of performing this Agreement and unless prohibited by the PDPAAgreement, the Receiving Party may disclose the Confidential Information to its employees and/or to relevant employees, agents or professionals retained by it. However, the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure ensure that each Recipient is made aware of the aforesaid persons comply with the relevant terms and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date conditions of this AgreementArticle 7. In addition, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or shall be responsible for any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession liability incurred as a result of such persons’ breach of the Receiving relevant terms and conditions of this Article 7. 7.4 Each Party from a third party; or (iv) Is disclosed by shall ensure its Affiliates comply with this Article 7, and shall assume liability for breach of contract due to such Affiliate’s breach of the Receiving provisions of this Article 7, as if such Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.breached such provisions..

Confidentiality. 14.1 During (a) Each Party agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (b)(i) below to use, the Term Confidential Information only in connection with the Transaction Agreements, and the exercise of this Agreement its rights hereunder and after termination or expiration of this Agreement not for any reason whatsoeverother purpose. (b) Each Party further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, the Receiving Party shallexcept that Confidential Information may be disclosed: (i) keep to such Party’s Representatives (as defined below) in the Confidential Information confidential;normal course of the performance of their duties or to any financial institution providing credit to such Party, (ii) not disclose to the Confidential Information extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Party is subject; provided that, such Party shall give the other Party prompt notice of such request(s), to the extent practicable, so that such other Party may seek an appropriate protective order or similar relief (and the Party shall cooperate with such efforts by such other Party, and shall in any person save and except with event make only the prior written consent of the Disclosing Party minimum disclosure required by such law, rule or in accordance with Clause 13.2;regulation)), (iii) not use the Confidential Information for to any purpose other than governmental or regulatory authority or agency in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of order to obtain from such authority or agency any authorization required or contemplated by this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; other Transaction Agreements as long as such authority or agency is advised of the confidential nature of such information, or (iv) Is disclosed as mutually agreed between the Parties. (c) Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against any Party. (d) For purposes of this Section 8.01, “Confidential Information” means any information concerning this Agreement or the Parties’ respective rights and obligations hereunder, including trade secrets, business methods, cost, manufacturing and customer information and information relating to the Patent Rights and the Know-How in the possession of or furnished to a Party by the Receiving Party pursuant other Party; provided that, the term “Confidential Information” does not include information to and in accordance with the extent that it (i) is or becomes generally available to the public other than as a relevant statutory obligation, an order result of a court disclosure by a Party or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “Representatives”) in violation of competent jurisdiction this Agreement or an order any of the Transaction Agreements, (ii) is or was available to such Party on a competent regulatory bodynon-confidential basis (as demonstrated by the written records of such Party) prior to its disclosure to such Party by the other Party or (iii) was or becomes available to such Party on a non-confidential basis from a source other than the other Party, which source is or was (at the time of receipt of the relevant information) not, to the best of such Party’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the other Party or another Person.

Confidentiality. 14.1 During All information furnished by one party (the Term of “Protected Party”) to the other party in connection with this Agreement and after termination or expiration of the transactions contemplated hereby shall be kept confidential by such other party, and shall be used by it only in connection with this Agreement for any reason whatsoeverand the transactions contemplated hereby, except to the Receiving Party shall: extent that such information (i) keep at the Confidential Information confidential; time of disclosure or thereafter, is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by such other party), (ii) was available to such other party on a non-confidential basis from a source other than the Protected Party or its advisers, provided that such source, to the best of such other party’s knowledge, is not disclose the Confidential Information to any person save and except was not bound by a confidentiality agreement with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; Protected Party, (iii) not use the Confidential Information for has been independently acquired or developed by such other party without violating any purpose of such other than in connection with the performance of its party’s obligations under this Agreement; and , (iv) Comply at all times is required to be disclosed in the financial statements of such other party or its Affiliates, to the extent required by applicable accounting principles, or in any filing with the PDPA. 14.2 During Securities and Exchange Commission, (v) is required to be publicly disclosed to its Affiliates, auditors, counsel or bank regulators, provided that such affiliates, auditors or counsel agree to be bound by the Term provisions of this Section 11.10, or (vi) is required by law, regulation or court order to be disclosed by such other party, provided that prior notice of such disclosure has been given to the Protected Party, when legally permissible, and that such party which is required to make the disclosure uses commercially reasonable efforts to provide sufficient notice to permit the Protected Party to take legal action to prevent the disclosure. In the event that the transactions contemplated by this Agreement shall fail to be consummated, each party hereto shall promptly cause all originals and copies of documents or extracts thereof containing any such information and data as to a Protected Party to be returned to such Protected Party or destroyed and, upon request of the Protected Party, shall cause an officer to so certify to such Protected Party. This provision shall survive any termination of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes or transfer of this Agreementassets hereunder. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Unless (i) otherwise expressly provided in this Agreement, (ii) required by Applicable Law, (iii) necessary to secure any required consents as to which the Term of other party has been advised, or (iv) consented to in writing by UBID and the Company, this Agreement and after termination any information or expiration of this Agreement for documents furnished in connection herewith shall be kept strictly confidential by the Company, UBID and their respective officers, directors, employees and agents. Prior to any reason whatsoeverdisclosure pursuant to the preceding sentence, the Receiving Party shall: party intending to make such disclosure shall consult with the other party to the extent practicable regarding the nature and extent of the disclosure. In the event the Merger is not consummated, UBID and the Company shall return to the other all documents furnished by the other and all copies thereof made by such party and will hold in absolute confidence all information obtained from the other party except to the extent (i) keep the Confidential Information confidential; (ii) not such party is required to disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party such information by Law or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than such disclosure is necessary in connection with the performance pursuit or defense of its obligations under this Agreement; and 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, (iii) such party received such information on a non-confidential basis from a source, other than the other party, which is not known by such party to be bound by a confidentiality obligation with respect thereto or (iv) Comply at all times with such information becomes generally available to the PDPA. 14.2 During public or is otherwise no longer confidential. Prior to any disclosure of information pursuant to the Term exception in clause (i) of this Agreement and unless prohibited by the PDPApreceding sentence, the Receiving Party may party intending to disclose the Confidential Information to its employees and/or to same shall so notify the Financial Institution (hereinafter referred to as party which provided the ''Recipient'') same to the extent reasonably necessary for the purposes of this Agreementpracticable in order that such party may seek a protective order or other appropriate remedy should it choose to do so. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During From and after the Term Closing, each of Seller and Purchaser shall hold, and shall use reasonable efforts to cause its Affiliates and Representatives to hold, in strict confidence all Information concerning the other Party or Maquiladora in its possession or control prior to the Closing or furnished to it by another Party pursuant to the Merger and the transactions contemplated thereby and will not release or disclose such Information to any other Person, except its Affiliates and its and their Representatives, who will be bound by the provisions of this Agreement Section 5.1(e); provided, however, that any Person may disclose such Information to the extent that (a) disclosure is compelled by judicial or administrative process or, in the opinion of such Person's counsel, by other requirements of law (in which case the Party required to make such disclosure will notify the other Party as soon as practicable of such obligation or requirement and after termination cooperate with the other Party to limit the Information required to be disclosed and to obtain a protective order or expiration of this Agreement for any reason whatsoever, other appropriate remedy with respect to the Receiving Party shall: Information ultimately disclosed) or (b) such Person can show that such Information was (i) keep the Confidential Information confidential; available to such Person on a nonconfidential basis (other than from a Party) prior to its disclosure by such Person, (ii) not disclose in the Confidential Information to any person save and except with the prior written consent public domain through no fault of the Disclosing Party such Person or in accordance with Clause 13.2; (iii) lawfully acquired by such Person from another source after the time that it was furnished to such Person by the other Party or its Affiliates, Representatives or Subsidiaries, and not use acquired from such source subject to any confidentiality obligation on the Confidential Information part of such source known to the acquiror, or on the part of the acquiror. Each Party acknowledges that it will be liable for any purpose other than in connection with breach of this Section 5.1(e) by its Affiliates, Representatives and Subsidiaries. Notwithstanding the performance of foregoing, each Party will be deemed to have satisfied its obligations under this Agreement; and (ivSection 5.1(e) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply respect to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by Privileged Information) if it exercises the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior same care with regard to disclosure by the Disclosing Party such Information as it takes to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodypreserve confidentiality for its own similar Information.

Confidentiality. 14.1 During No non-public information received by or provided to any Party (the Term of “Receiving Party”) pursuant to this Agreement (including without limitation pursuant to Schedule 5.3 and after termination Schedule 6.1(i) of the Disclosure Letter), including any non-public information concerning JCG, Xxxxxxxxx or expiration of this Agreement for any reason whatsoeverthe Investor or their respective businesses, operations, plans and prospects, may be directly or indirectly (x) disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to, by the Receiving Party shall: or (y) used by the Receiving Party for purposes not contemplated by this Agreement, in each case, without the disclosing Party’s prior written consent. Notwithstanding anything in this Section 5.4 to the contrary: (i) keep to the Confidential Information confidential; extent required by applicable Law, a Receiving Party may disclose such non-public information without the disclosing Party’s prior written consent; provided that, to the extent permitted by applicable Law, such Receiving Party shall (A) give such other Party prompt prior written notice of such requirement and (B) reasonably cooperate with such other Party to seek a protective order or other appropriate remedies to obtain assurance that confidential treatment will be accorded such non-public information; and (ii) not a Receiving Party may disclose such nonpublic information to its directors, officers, employees, accountants, counsel and other representatives (collectively, “Representatives”) to the Confidential Information extent any such Person needs to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than know such information in connection with the performance of its Receiving Party’s rights and obligations under this Agreement; and provided that (ivA) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The such Receiving Party shall procure that each Recipient is made aware inform any such Representatives of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 this Section 5.4, and (B) such Receiving Party shall be responsible for any breach of any such obligations by any such Representative. Notwithstanding the foregoing, if any non-public information is disclosed by the Company to the Investor pursuant to Item (4) of Schedule 5.3 of the Disclosure Letter, such information shall not apply be disclosed to any Governmental Authority (other than on a confidential Information which: basis), any other third party or publicly by the Investor prior to the Company’s public disclosure of such information (iprovided, that the Investor shall consult in good faith with the Company regarding the appropriate form and timing of the Investor’s disclosure of such information). Except as required by applicable Law, the term “non-public information” as used in this Section 5.4 shall not include information that: (1) is in at the time of disclosure is, or thereafter becomes, generally available and known to the public domain at the date other than as a result of, directly or indirectly, any violation of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement Section 5.4 by the Receiving Party or any Recipient; of its Representatives; (ii2) is known by at the time of disclosure is, or thereafter becomes, available to the Receiving Party prior to disclosure by the Disclosing Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such non-public information to the Receiving Party by a legal, fiduciary or contractual obligation to the disclosing Party; ; (iii3) is subsequently becomes lawfully into was known by or in the possession of the Receiving Party from a third partyor its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the disclosing Party; or or (iv4) Is disclosed was or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing Party’s non-public information. The obligations of any Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order under this Section 5.4 shall survive any termination of a court this Agreement until the third anniversary of competent jurisdiction or an order the date of a competent regulatory bodytermination.

Confidentiality. 14.1 During (a) Each Party (the Term "Receiving Party") shall, during the term of this Restated Agreement and for two years after its termination, keep confidential and shall cause its directors, officers, affiliates, employees, contractors, agents and other representatives (including financial advisors, attorneys and accountants) (collectively, the "Representatives") to keep confidential (except as required by applicable Law, and then only after compliance with subsection (b) of this Section), any and all documents and information conspicuously labeled "Confidential" (or in the case of information disclosed orally, explicitly and unambiguously designated as "Confidential") (i) relating to the Second Tie in the case of information given to Con Edison or to the Transmission System in the case of information given to Central Xxxxxx, that is furnished or disclosed by the other Party (the "Disclosing Party") in connection with this Restated Agreement or (ii) learned by the Receiving Party during the course of performance of this Agreement and after termination (the "Confidential Information"). The term "Confidential Information" shall not include any such documents or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: information that (i) keep is or becomes generally available to the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent public other than as a result of a disclosure by the Disclosing Party or in accordance with Clause 13.2; its Representatives, (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (iii) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement developed by the Receiving Party or its Representatives independently and without use of, and does not contain or reflect, Confidential Information furnished by the Disclosing Party or its Representatives, or (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or its Representatives) which, to the best of the Receiving Party's knowledge after due inquiry, is not prohibited from disclosing such inforn1ation to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party. The Receiving Party shall not release or disclose Confidential Information to any Recipient;person, other than to its Representatives on a need to know basis and who have first been advised of the confidentiality provisions of this Section and have agreed to comply with such provisions. (b) In the event that the Receiving Party or any of its Representatives is requested pursuant to, or required by, Applicable Legal Requirements or ISO Rules to disclose any of the Confidential Information, the Receiving Party shall notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remedy or, in the Disclosing Party's sole discretion, waive compliance with the terms of this Section. (i) In the event that no such protective order or other remedy is obtained, or that the Disclosing Party does not waive compliance with the terms of this Section, the Receiving Party shall furnish only that portion of the Confidential Information which the Receiving Party is advised by counsel is legally required and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so furnished. (ii) Notwithstanding anything in this Section 5.03 to the contrary, if the FERC or its staff, or the PSC or its staff, during the course of an investigation, a review of a rate case filing, or as per terms of a rate case agreement, or otherwise, requests information from one of the Parties that is known otherwise required to be maintained in confidence pursuant to this Restated Agreement, the Party shall provide the requested information to the FERC or its staff or the PSC or its staff, within the time provided for in the request for information. In providing the information to the FERC or its staff, or the PSC or its staff, the Party shall, consistent with 18 C.F.R. Section 388.112, request that the information be treated as confidential and non-public by the Receiving FERC and its staff or the PSC or its staff, and that the information be withheld from public disclosure. The Party prior to disclosure shall notify the other Party, when it is notified by the Disclosing FERC or its staff, or the PSC or its staff, that a request for disclosure of, or decision to disclose, confidential information has been received, at which time either of the Parties may respond before such information would be made public, pursuant to 18 C.F.R. Section 388.112. (c) By providing Confidential Information, neither Party makes any warranties or representations as to its accuracy or completeness. In addition, by supplying Confidential Information, neither Party obligates itself to provide any particular information or Confidential Information to the Receiving Party;other Party nor to enter into any further agreements or proceed with any other relationship or joint venture. (iiid) is subsequently becomes lawfully into Each Party shall use at least the possession same standard of the Receiving Party care to protect Confidential Information as it uses to protect its own confidential information from a third party; orunauthorized disclosure, publication or dissemination. (ive) Is disclosed by the Receiving Upon termination of this Restated Agreement for any reason, each Party pursuant to and in accordance with a relevant statutory obligationshall, an order promptly upon receipt of a court of competent jurisdiction written request from the other Party, destroy, erase or an order of a competent regulatory bodydelete or return to the other Party, without retaining copies thereof, any and all written or tangible Confidential Information received from the other Party.

Confidentiality. 14.1 During the Term The terms and conditions of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (ibut not its existence) keep the are Confidential Information confidential; (ii) that shall not disclose be disclosed to third parties without the Confidential Information to any person save and except with the prior written consent of MDI and Eucodis with the Disclosing Party exception of any regulatory filings, press releases as set forth in Section 18.11, or in accordance with Clause 13.2;disclosures to investors that the Parties may be required to make under either US, EU or any other relevant countries’ laws and regulations. (iii) not use the 7.1 Access to Confidential Information for shall be limited to the respective employees and consultants of the Parties and their counsel unless a confidentiality and nondisclosure agreement is executed by any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPAthird party prior to such disclosure. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the 7.2 This Confidential Information is to its employees and/or to be used for the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for sole purpose of carrying out the purposes of this Agreement. 14.3 7.3 The Party disclosing the Confidential Information shall use it best efforts to ensure that the recipient of the Confidential Information shall not disclose it to any other individual entity, or cause or allow such Confidential Information to be disclosed, except that he or she may discuss the Confidential Information with other employees, consultants, or attorneys who have been identified the Parties as necessary to receive it. 7.4 To the extent that a nonparty is provided documents which contain or are Confidential Information by a Party for purposes of developing, manufacturing or the running of clinical trials, such documents are not to be photocopied, scanned or reproduced in any other way, and are to be returned to the Disclosing Party upon its request, with the exception of permissible reproduction for a single archival copy to be maintained as Confidential Information by the Receiving Party shall procure that each Recipient if such Receiving Party is made aware of either a Party hereto or is required by the Act or other relevant laws and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were regulations to retain a party to this Agreementcopy. 14.4 The obligations contained in Clause 13.1 7.5 Neither Party will assert that anything disclosed or discussed constitutes a waiver of attorney-client privilege or attorney work-product. 7.6 This Agreement shall not apply to any confidential Information which: to: (i) is information produced or disclosed in discovery in subsequent litigation between the parties, should that materialize, (ii) information which now or hereafter becomes generally known or available to the public without Receiving Party’s breach of any obligation owed to the Disclosing Party, or (iii) information which was in the public domain at possession of the Receiving Party prior to execution of this Agreement and which was not previously obtained by the Receiving Party from the Disclosing Party, and is so documented by the Receiving Party prior to the date of this Agreement, or at any time after the date of this Agreement (iv) information that comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party after execution of this Agreement from a third party; or party having legal right to disclose such information, or (ivv) Is disclosed information that is independently developed by or for the Receiving Party pursuant without aid or reference to the disclosed Confidential Information of the Disclosing Party; or (vi) information that is disclosed in a press release agreed to by both Parties, or information that Parties otherwise agreed in writing to publish. Provided however, that disclosure of information otherwise the subject of this Agreement that is provided to customers and potential customers, in accordance furtherance of the purpose of this Agreement or other agreements between the parties, shall not be considered to remove such Confidential Information from the subject matter of this Agreement. 7.7 If a party breaches any of its obligations with a relevant statutory obligationrespect to confidential and unauthorized use of Confidential Information hereunder, an order of a court of competent jurisdiction or an order of a competent regulatory bodythe non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

Confidentiality. 14.1 During Each Party acknowledges that it may receive information from or regarding the Term other Party in the nature of this Agreement and after termination trade secrets or expiration of this Agreement for any reason whatsoeverthat otherwise is confidential. Except as permitted herein, the Receiving each Party shall: (i) keep the Confidential Information confidential; (ii) agrees not to disclose the Confidential Information to any person save and except with the prior written consent third party (including any Affiliates of the Disclosing such Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its those Affiliates required by a Party to carry out such Party’s obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement hereunder and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') then only to the extent reasonably necessary for necessary) or to use except in furtherance of the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date objectives of this Agreement, any information it receives from or about the other Party that, if such information is in written form and is clearly designated as being confidential at any the time of receipt, or, if such information is not in written form, is specifically designated as being confidential in a written notice received within thirty (30) days after the date receipt of such information. Notwithstanding the foregoing, “confidential information” shall include customer-specific prices, cost or pricing formulas, descriptions of customer negotiations, or marketing and strategic plans of any other Party, other cost information, shipper information (including volumes and grade), contract terms (including the terms and provisions and existence of this Agreement comes into Agreement), price information, and strategic or marketing methods or plans. All information not so designated or classified or not of the public domain type described in the immediately preceding sentence, shall be deemed not to be confidential. Without the consent of the other Party, each Party agrees not to disclose to any third party (including such Party’s Affiliates other than those Affiliates required by a Party to carry out such Party’s obligations hereunder and then only to the extent necessary), other than in furtherance of the purposes and objectives of this Agreement, any such confidential information, except for disclosure (a) compelled by law (but the disclosing Party must notify the other Party promptly of any request for such information before disclosing it, if practicable), (b) to advisors, consultants or representatives of the applicable Party (provided that such persons agree in writing to maintain the confidentiality of such information), (c) of information that is or becomes available to the publicly generally (except through the breach of the provisions of this Agreement Agreement), or (d) of information a Party has also received from a source independent of the other Party and the receiving Party reasonably believes obtained that information without breach of any obligation of confidentiality. With respect to other information that is not specifically designated as being confidential or which otherwise pursuant to the terms hereof is confidential, it is the intent of the Parties that each Party should treat all such information regarding the other Party according to the same standard applied by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing such Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant similar information pertaining to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyits own business.

Confidentiality. 14.1 During Either party may, from time to time, deliver to the Term other certain non-public information including formulas, flow charts, diagnostic routines, business information, forecasts, financial plans and data, balance sheet information, customer information, marketing plans, hardware, software and unannounced product information (collectively, “Confidential Information”). Such Confidential Information, if in writing, shall be marked prominently with the legend “confidential”, “proprietary”, or with a similar legend, or if disclosed orally shall be described as Confidential Information at the time of oral disclosure. However, regardless of any marking or subsequent summary, information disclosed shall be considered confidential if a reasonable person under the circumstances would understand such information to be of a confidential nature. Notwithstanding anything to the contrary herein, the Product, Documentation and non-public information shall be deemed Confidential Information. A party shall not use or disclose Confidential Information of the other, except as expressly authorized by this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited writing by the PDPAdisclosing party, using the Receiving Party may disclose same degree of care which the Confidential Information receiving party uses with respect to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 own proprietary information, but in no event with less than with reasonable care. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's foregoing obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: information that the receiving party can show is or was (i) is in already known to the public domain receiving party at the date time of disclosure without obligation of confidentiality; (ii) independently developed by the receiving party without use of or access to the other party’s Confidential Information; (iii) approved for disclosure by the disclosing party beforehand and in writing; (iv) publicly known without breach of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement ; (v) lawfully received by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party receiving party from a third partyparty without obligation of confidentiality; or or (ivvi) Is required to be disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an applicable law or order of a court court, tribunal or other governmental agency; provided, however, that the receiving party shall promptly notify the disclosing party in writing of competent jurisdiction or an order such requirement, and shall cooperate with the disclosing party to minimize the scope of any such disclosure, and in the obtaining of a competent regulatory bodyconfidentiality, protective or similar order.

Confidentiality. 14.1 During 9.1 Each party agrees to keep all information furnished by another party pursuant to this Agreement confidential (“Confidential Information”) except such information that (i) is or becomes generally available to the Term public (other than as a result of a disclosure by the receiving party in violation of this Agreement), (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party, (iii) becomes available to the receiving party on a non-confidential basis from a person other than the disclosing party who is not known by the receiving party to be otherwise bound by a confidentiality agreement with the disclosing party, or is not known by the receiving party to be otherwise prohibited from transmitting the information to the receiving party, (iv) the disclosing party agrees may be disclosed or (v) the receiving party is requested pursuant to, or required by, law, regulation, legal process or regulatory authority to disclose, and neither party hereto shall release or disclose such information to any other person, except its auditors, attorneys, financial advisors, or other consultants and advisors. In the event that any party is requested pursuant to, or required by, law, regulation, legal process or regulatory authority to disclose any Confidential Information, such party agrees that it will provide the other party with prompt notice of such request(s) or requirement(s) (to the extent legally permitted) to enable the non-disclosing party to seek an appropriate protective order (at the non-disclosing party’s sole cost and expense), waive compliance with the provisions of this Agreement and after termination or expiration take other appropriate action. Each party agrees to use its good faith efforts to assist the other party in obtaining such a protective order. If, in the absence of this Agreement for any reason whatsoevera protective order or the receipt of a waiver hereunder, the Receiving Party shall: (i) keep disclosing party is nonetheless, in the Confidential Information confidential; (ii) not opinion of its counsel, compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, such party, after notice to any person save and except with the prior written consent of non-disclosing party (to the Disclosing Party or in accordance with Clause 13.2; (iii) not use the extent legally permitted), may disclose such Confidential Information for any purpose other than in connection with that the performance disclosing party is compelled to disclose and shall exercise all reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to such disclosed Confidential Information. For the avoidance of its obligations under this Agreement; and (iv) Comply at all times with doubt, the PDPA. 14.2 During the Term of Company may present this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is information provided in the public domain at Investor Questionnaire to such parties as it deems advisable if compelled by law or called upon to establish the date availability under any Federal or state securities laws of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession an exemption from registration of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyOffering.

Confidentiality. 14.1 During If either Party or its representatives provides to the Term other Party or its representatives confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the Solar Facility or of a Party’s business (“Confidential Information”), the receiving Party shall protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, but in any event not less than a commercially reasonable degree of care, and refrain from using such Confidential Information except in the negotiation and performance of this Agreement and after termination or expiration Agreement. Confidential Information also includes the terms of this Agreement; provided that either Party may provide this Agreement for to any reason whatsoeverbona fide consultant, lender, contractor, advisor, affiliate or prospective investor of such Party as reasonably necessary, and on the Receiving condition that such Person agree to treat this Agreement as Confidential Information. Notwithstanding any other provision herein, neither Party shall: shall be required to hold confidential any information that: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain becomes publicly available other than through breach of this Agreement by the Receiving Party or any Recipient; receiving Party; (ii) is known required to be disclosed by a Governmental Authority, under Applicable Legal Requirements or pursuant to a validly issued subpoena, but a receiving Party subject to any such requirement shall promptly notify the Receiving disclosing Party prior to disclosure by the Disclosing Party to the Receiving Party; of such requirement; (iii) is subsequently independently developed by the receiving Party; or (iv) becomes lawfully into available to the possession of the Receiving receiving Party without restriction from a third party; or (iv) Is disclosed by party under no obligation of confidentiality. Notwithstanding the Receiving Party pursuant foregoing, Tenant shall be permitted to make public statements with respect to this Lease or the Solar Facility. Tenant may also issue press releases regarding the commissioning and in accordance with a relevant statutory obligation, an order operation of a court of competent jurisdiction or an order of a competent regulatory bodythe Solar Facility without the need for obtaining Landlord’s consent.

Confidentiality. 14.1 During the Term of The tender offers, this De-merger Letter Agreement and after termination or expiration of the transactions contemplated hereby are strictly confidential. Except as set forth in Sections Eight (a) (b) and (c) below and as is necessary to implement the tender offers and this Agreement for any reason whatsoeverDe-merger Letter Agreement, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) Parties shall not disclose the Confidential Information existence and contents of this De-merger Letter Agreement and the fact that any discussions or negotiations with regard to the tender offers and/or this De-merger Letter Agreement have taken place. For purposes of this Section, any person save and information that is or becomes generally available to the public, other than as a result of a breach hereof, shall not be deemed confidential, except with respect to the prior written consent of the Disclosing Party breaching party. a. No public announcement or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than circular or disclosure in connection with the performance existence or subject matter of its obligations under this Agreement; and De-merger Letter Agreement shall be made or issued by or on behalf of any of the Parties without the prior written approval of the other Party (iv) Comply at all times such approval not to be unreasonably withheld or delayed). If any such public announcement, press release, circular or disclosure is required by law or by any stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the announcement or disclosure is subject, whether or not having the force of law (the “Announcing Party”), the Announcing Party shall, to the extent legally permitted and possible, inform the other Party that such a situation has arisen and the Announcing Party shall consult with the PDPAother Party before any such requirement for a public announcement, press release, circular or disclosure is complied with by the Announcing Party. 14.2 During b. Notwithstanding the Term foregoing, nothing contained in this Section shall prevent FCP from making all disclosures necessary to submit a board offer letter, apply for all approvals, comply with applicable law or regulations, and make all filings required to commence the tender offers and achieve Acquisition Completion and the de-merger of this Agreement ITA; including, without limitation, Regulation 13D and unless prohibited by Regulation 14D promulgated under the PDPAU.S. Securities Exchange Act of 1934, as amended. At the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution request of CPH, FCP shall: (hereinafter referred to as the ''Recipient''i) to the extent reasonably necessary for legally permitted and possible, consult with CPH and provide a copy of the purposes proposed text of this Agreementsuch disclosure prior to any disclosure being made and (ii) deliver to CPH a copy of the text of such disclosure after it has been made. 14.3 The Receiving Party shall procure that each Recipient is made aware c. Notwithstanding the foregoing, CPH may make such disclosures as are required to observe fiduciary duties and other obligations under applicable law and stock exchange rules; including, without limitation, Regulation 13D promulgated under the U.S. Securities Exchange Act of and complies with all the Receiving Party's obligations of confidentiality under this Agreement 1934, as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: amended. CPH shall: (i) is in to the public domain at extent legally permitted and possible, consult with FCP and provide a copy of the date proposed text of this Agreement, or at such disclosure prior to any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; disclosure being made and (ii) deliver to FCP a copy of the text of such disclosure after it has been made. d. CPH acknowledges that it is known aware (and that its affiliates and representatives who have been apprised of this De-merger Letter Agreement have been, or upon becoming so apprised will be, advised) of the restrictions imposed by federal and state securities laws of Mexico and the Receiving Party prior United States on a person possessing material nonpublic information about a company. In this regard, you hereby agree that while you are in possession of material nonpublic information with respect to ASUR, or with respect to the tender offers, you will not purchase or sell any securities of ASUR, or communicate such information to any third party, in violation of any such laws; provided that the foregoing shall not limit any disclosure by the Disclosing Party Parties pursuant to the Receiving Party; (iii) is subsequently becomes lawfully into the possession terms of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodythis De-merger Letter Agreement.

Confidentiality. 14.1 During By accepting its rights under this Agreement, each of the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoeverOwner, the Receiving Party shall: Administrative Agent and each lender under the Loan Agreement is deemed to have agreed that it and its Affiliates and its respective shareholders, directors, agents, representatives, accountants and attorneys shall keep confidential any matter of which any of them becomes aware through this Section 7 (unless (i) keep the Confidential Information confidential; readily available from public sources; (ii) was rightfully known to the recipient or was rightfully in the recipient’s possession prior to the date of its disclosure and which was not disclose disclosed to the Confidential Information to any person save and except with recipient by the prior written consent of disclosing party under confidentiality obligations still binding on the Disclosing Party or in accordance with Clause 13.2; disclosing party; (iii) not use becomes available to the Confidential Information for any purpose other than recipient from a third party unless to the recipient’s knowledge such third party acquired such information from the disclosing party in connection with breach of an obligation of confidentiality to the performance of its obligations under this Agreementdisclosing party; and (iv) Comply at all times with has been approved for release by written authorization of the PDPA. 14.2 During the Term of this Agreement and unless prohibited disclosing party; or (v) has been independently developed or acquired by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or recipient without violating restrictions on confidentiality known to the Financial Institution recipient), except (hereinafter referred to A) as the ''Recipient''may be otherwise required by regulation, law or court order or required by appropriate governmental authorities or (B) to the extent reasonably necessary for that the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient Administrative Agent or any lender under the Loan Agreement is made aware of and complies with all the Receiving Party's required to make such information available to such Person’s regulators or credit or liquidity providers who are bound by obligations of confidentiality under no less strict than those applicable to such Administrative Agent or lender; provided that any Person receiving information through this Agreement as if Section 7 may disclose (x) any information with respect to the Recipient were a party U.S. federal and state income tax treatment applicable to this Agreement. 14.4 The obligations contained in Clause 13.1 such Person of the transactions contemplated hereby (“tax treatment”) or any facts that may be relevant to understanding such tax treatment, which facts shall not apply include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts and (y) all materials of any kind (including opinions or other tax analyses) that are provided to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant Persons referred to above relating to such tax treatment and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyfacts.

Confidentiality. 14.1 During Except for the Term use of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than information in connection with the performance of its obligations under Registration Statement described in Section 7.06 hereof and any other governmental filings required in order to complete the transactions contemplated by this Agreement; and , all information, including any electronic or paper copies, reproductions, extracts or summaries thereof (iv) Comply at all times with collectively, the PDPA. 14.2 During the Term “Information”), received by each of this Agreement Buyer and unless prohibited Seller, and by the PDPAdirectors, officers, employees, advisors and representatives of Buyer and Seller and their respective Subsidiaries (the Receiving Party may disclose the Confidential Information to its employees and/or “Representatives”) pursuant to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes terms of this Agreement. 14.3 The Receiving Party , shall procure be kept in strictest confidence; provided that each Recipient is made aware subsequent to the filing of and complies the Registration Statement with all the Receiving Party's obligations of confidentiality under SEC, this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Section 7.01 shall not apply to information included in the Registration Statement or to be included in the Proxy Statement/Prospectus to be sent to the shareholders of Seller under Section 7.06. Seller and Buyer agree that the Information will be used only for the purpose of completing the transactions contemplated by this Agreement. Seller and Buyer shall, and shall cause their respective Representatives to, hold the Information in strictest confidence and not use, and not disclose directly or indirectly any confidential of such Information which: except when, after and to the extent such Information (i) is in or becomes generally available to the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach the failure of this Agreement by the Receiving Party Seller or any Recipient; Buyer to fulfill its obligations hereunder, (ii) is was already known by to the Receiving Party party receiving the Information on a nonconfidential basis prior to the disclosure by the Disclosing Party to the Receiving Party; or (iii) is subsequently becomes lawfully into disclosed to the possession party receiving the Information on a nonconfidential basis by a third party having no obligation of confidentiality to the party disclosing the Information. In the event the transactions contemplated by this Agreement are not consummated, Seller and Buyer shall return promptly all copies of the Receiving Party from a third partyInformation (including any electronic or paper copies, reproductions, extracts or summaries thereof) provided to the other, or certify to such other party hereto the complete destruction of such Information (whether in written form, electronically stored or otherwise); or (iv) Is disclosed by the Receiving Party pursuant provided, however, that Buyer and Seller shall be permitted to and retain back-up files created in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodytheir respective document retention and disaster recovery systems and policies.

Confidentiality. 14.1 During the Term of this Agreement Each Receiving Party shall keep confidential, and after termination shall instruct its Representatives to keep confidential, all Confidential Information provided by any Disclosing Party to such Receiving Party, except as may otherwise be requested or expiration of this Agreement for required by (i) applicable Law or stock exchange requirements or (ii) judicial or legal process or by any reason whatsoeverGovernmental Entity, in which case the Receiving Party shall: will, to the extent permitted by applicable Law, provide the Disclosing Parties with prompt written notice of such requirement so that the Disclosing Parties may seek an appropriate protective order (iat the Disclosing Parties’ sole expense). For purposes hereof, “Confidential Information” shall not include any information that (A) keep was or becomes generally available to the Confidential Information confidential; public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Section 8, (iiB) was or becomes available to the Receiving Party or any of its Representatives from a source other than a Disclosing Party; provided that the provision of such information from such source is reasonably believed by the Receiving Party or its Representatives, as applicable, not disclose to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party, (C) at the Confidential Information to any person save and except with time of disclosure is already in the prior written consent possession of the Receiving Party or any of its Representatives; provided that such information is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party or in accordance with Clause 13.2; (iiiD) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited was independently developed by the PDPA, the Receiving Party may disclose the Confidential Information to or any of its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all Representatives on the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement’s behalf without reference to, incorporation of, or at other use of any time Confidential Information. The Parties acknowledge that the Company will file the License Agreement and the Aditech Addendum with the SEC promptly after the date of this Agreement comes into and that the public domain other than through breach Company will also on or after the date of this Agreement by make the Receiving Party or any Recipient; (ii) is known by License Agreement and the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession Aditech Addendum publically available on its website as part of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyShareholder Meeting Materials.

Confidentiality. 14.1 During From the Term date hereof until the earlier to occur of (i) the execution of the Agreement and (ii) the date that is two (2) years following the date hereof (the “Confidentiality Period”), each Party shall treat as confidential the existence and terms of this Agreement and after termination the Transaction (the “Transaction Information”). During the Confidentiality Period, all confidential or expiration proprietary information provided to a Party by another Party or its representatives and all Transaction Information (collectively, the “Confidential Information”) shall be kept in the strictest confidence and not disclosed to a third party or used by the Party receiving such information save and except for the consideration and completion of the Transaction or except as required by: (x) a court of competent authority (or by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) or (y) any applicable legislation, law, regulation or listing requirement; provided that, in the case of either (x) or (y), the Party proposing to make such disclosure shall, to the extent lawful and practicable, provide reasonable prior notice of the required disclosure (including a copy in writing of the proposed disclosure) to the other Parties, and shall cooperate with the other Parties on a reasonable basis (at the other Parties’ cost and expense) to obtain a protective order or other remedy designed to provide assurance that confidential treatment will be accorded any Confidential Information so disclosed; provided, however, that (i) if any Party or any of their representatives becomes legally compelled or are required pursuant to reporting obligations under applicable securities laws (including, without limitation, in connection with any beneficial ownership or similar reporting regime) to disclose any of the Confidential Information or (ii) in the event that it is, on the advice of counsel, necessary under applicable law or regulation to disclose any of the Confidential Information in order to enable such Party to trade in the securities of CPC with third parties, then, in either such event enumerated in the immediately preceding clause (i) or clause (ii) of this proviso, the Party proposing to make such disclosure will not be required to provide the other Parties with written notice or cooperate with them to obtain a protective order or any other remedy and shall instead, under such circumstances, be entitled to immediately thereupon make disclosure of such Confidential Information and such disclosure shall not constitute a breach of this Agreement for nor result in any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party liability hereunder or otherwise. The foregoing restrictions in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Section 15 shall not apply to any confidential Information which: (i) information which is in or becomes generally available to the public domain at the date of this Agreementpublic, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is which was known by the Receiving to such Party prior to disclosure its receipt of information from the other Party or which such Party obtained from an independent third party who obtained the information lawfully and was not known to be under an obligation of confidentiality with respect to the information. Any agreement to modify or terminate the confidentiality requirements set out herein must be in writing and mutually agreed to by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyParties.

Confidentiality. 14.1 During (a) From and after the Term of Effective Time, subject to Section 6.2(c) and except as contemplated by or otherwise provided in this Agreement or any other Transaction Document, Agilent shall not, and after termination shall cause its Affiliates and their respective officers, directors, employees, agents and representatives, including attorneys, advisors and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or expiration of this Agreement for any reason whatsoeverindirectly, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information disclose, reveal, divulge or communicate to any person save and except with the prior written consent Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing services to any member of the Disclosing Party Agilent Group or in accordance with Clause 13.2; (iii) not use or otherwise exploit for its own benefit or for the benefit of any third Person, any Keysight Confidential Information for Information. If any purpose other than disclosures are made in connection with providing services to any member of the performance Agilent Group under this Agreement or any other Transaction Document, then the Keysight Confidential Information so disclosed shall be used only as required to perform the services. Agilent shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Keysight Confidential Information by any of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Agreement and unless prohibited by the PDPASection 6.2(a), the Receiving Party may disclose the Confidential Information to its employees and/or any Information, material or documents relating to the Financial Institution (Keysight Business furnished to, or in possession of, Agilent, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Agilent or its officers, directors and Affiliates, that contain or otherwise reflect such Information, material or documents is hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement“Keysight Confidential Information. 14.3 The Receiving Party ” Keysight Confidential Information does not include, and there shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality be no obligation under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential with respect to, Information which: that (i) is in or becomes generally available to the public domain at the date public, other than as a result of a disclosure by Agilent not otherwise permissible under this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by Agilent can demonstrate was or became available to Agilent after the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; Effective Time from a source other than Keysight or its Affiliates or (iii) is subsequently becomes lawfully into developed independently by Agilent without reference to the possession Keysight Confidential Information; provided, however, that in the case of clause (ii), the source of such Information was not known by Agilent to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Keysight or any member of the Receiving Party Keysight Group with respect to such Information. (b) From and after the Effective Time, subject to Section 6.2(c) and except as contemplated by this Agreement or any other Transaction Document, Keysight shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing services to Keysight or any member of the Keysight Group or use or otherwise exploit for its own benefit or for the benefit of any third Person, any Agilent Confidential Information. If any disclosures are made in connection with providing services to any member of the Keysight Group under this Agreement or any other Transaction Document, then the Agilent Confidential Information so disclosed shall be used only as required to perform the services. The Keysight Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Agilent Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(b), any Information, material or documents relating to the Agilent Business furnished to, or in possession of, any member of the Keysight Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Keysight, any member of the Keysight Group or their respective officers, directors and Affiliates, that contain or otherwise reflect such Information, material or documents is hereinafter referred to as “Agilent Confidential Information.” Agilent Confidential Information does not include, and there shall be no obligation under this Agreement with respect to, Information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Keysight Group not otherwise permissible under this Agreement, (ii) Keysight can demonstrate was or became available to Keysight after the Effective Time from a third partysource other than Agilent and its respective Affiliates or (iii) is developed independently by such member of the Keysight Group without reference to the Agilent Confidential Information; orprovided, however, that in the case of clause (ii), the source of such Information was not known by Keysight to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Agilent or its Affiliates with respect to such Information. (ivc) Is disclosed If Agilent or its Affiliates, on the one hand, or Keysight or its Affiliates, on the other hand, are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any Keysight Confidential Information or Agilent Confidential Information (other than with respect to any such information furnished pursuant to the provisions of Article IV), as applicable, the Person receiving such request or demand shall use commercially reasonable efforts to provide the other party with written notice of such request or demand as promptly as practicable under the circumstances so that such other party shall have an opportunity to seek an appropriate protective order. The party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting party’s expense, all other reasonable steps necessary to obtain confidential treatment by the Receiving Party pursuant recipient. Subject to the foregoing, the party that received such request or demand may thereafter disclose or provide any Keysight Confidential Information or Agilent Confidential Information, as the case may be, to the extent required by such Law or by lawful process or such Governmental Authority (as so advised by counsel). (d) Each of Agilent and Keysight acknowledges that it and the other members of its respective Group may have in their possession confidential or proprietary information of third Persons that was received under confidentiality or non-disclosure agreements with such third Person prior to the Distribution Date. Agilent and Keysight each agrees that it will hold, and will cause the other members of its Group and their respective Representatives to hold, in strict confidence, the confidential and proprietary information of third Persons to which it or any other member of its respective Group has access, in accordance with a relevant statutory obligation, an order the terms of a court any agreements entered into prior to the Distribution Date between or among one (1) or more members of competent jurisdiction or an order of a competent regulatory bodythe applicable party’s Group and such third Persons.

Confidentiality. 14.1 During the Term of this Agreement At all times from and after termination the Closing Date, each Party shall keep secret and maintain in confidence, and shall not use for its benefit or expiration for the benefit of this Agreement for others, any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the and any information that would be deemed Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) such information is in the public domain at in whole or in part due to action of any Seller following the date Closing). The foregoing shall not prohibit disclosure of such information (i) as is required by Law, provided that (A) such Party informs the other Party in writing of such requirement or obligation prior to its disclosure so that a protective order or other appropriate remedy may be obtained by the non disclosing Party, and (B) disclosure is thereafter made only to the extent to which the disclosing Party is obligated, but not further or otherwise, (ii) as is necessary to prepare Tax Returns (including Tax Returns of the Sellers or of any of its Affiliates) or other filings with Governmental Entities or to defend or object to any reassessment of Taxes, (iii) as is necessary for the Parties (or its representatives) to prepare and disclose, as may be required, accounting statements or (iv) to assert or protect any rights of a Party hereunder or under any applicable Law. For purposes hereof, “Confidential Information” means any information concerning the business and affairs of any Hawaiian Business or the Business that is known to such Party, prior to the Closing or becomes known to a Party following the Closing in connection with this Agreement except for any such information (i) that is already available to the public or (ii) becomes available to the public not in violation of this Section 5.16 of this Agreement, or at any time after . In the date of event this Agreement comes into the public domain is terminated for any reason, each Party shall promptly return all Confidential Information and all reproductions, copies and embodiments thereof, including without limitation items in both tangible form and those, which may be electronically stored. Such Party shall further purge all electronically stored copies from its computers, networks and/or other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodystorage mediums.

Confidentiality. 14.1 During Each party hereto (the Term "Recipient" for purposes of this Agreement Section 7) hereby recognizes and after termination acknowledges that it will receive information from, or expiration will develop information on the behalf of, the other party hereto (the "Disclosing Party" for purposes of this Agreement for any reason whatsoeverSection 7) pertaining to the Disclosing Party and its business or its properties that is confidential and proprietary. All such information is referred to hereinafter as the "Information". Each party as the Recipient hereby agrees to maintain on a confidential basis all Information, and each party as the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with Recipient hereby agrees that it will not, without the prior express written consent of the other party as the Disclosing Party Party, use for its or in accordance with Clause 13.2; (iii) not use the Confidential Information for anyone else's benefit or disclose to any purpose other than person any Information, except in connection with such Recipient's work on behalf of such Disclosing Party. Each party as the performance Recipient hereby acknowledges that, as between the other party as the Disclosing Party and such Recipient, such Disclosing Party has the complete, sole and full right, title and interest in and to the Information, and that such Recipient has no rights, expressed or implied, with respect to the foregoing other than those expressly provided for to the contrary in a writing signed by both such Disclosing Party and such Recipient. Each party as the Recipient further agrees that it will, immediately upon the request of its obligations under this Agreement; and (iv) Comply at the other party as the Disclosing Party, return to such Disclosing Party all times written Information and all writings regarding oral Information whether such writings were authorized or not. Each party as the Recipient hereby agrees that the confidentiality agreement provided for hereby shall last with the PDPA. 14.2 During the Term of this Agreement and unless prohibited respect to any Information for ten years after such Information is disclosed by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to other party as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to such Recipient or developed by such Recipient on behalf of such Disclosing Party, as the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodycase may be.

Confidentiality. 14.1 During Each Party acknowledges and agrees that (a) the Term Models, the Reporting Processes and Services Technology constitute the Confidential Information of each of the Parties, (b) the Models, the Reporting Processes and Services Technology may only be used pursuant to the terms of the License, (c) it may only provide access to the Models, the Reporting Processes and Services Technology to those of its employees, contractors and agents who require access to the same in connection with the exercise of such Party’s rights under the License (including, for the avoidance of doubt, any employees, contractors and agents of such Party who perform services to or for such Party with respect to the Models, the Reporting Processes or Services Technology, as applicable), and (d) it shall use commercially reasonable efforts to protect all Confidential Information received in connection with this Agreement, including, without limitation, the Models, the Reporting Processes and Services Technology against unauthorized disclosure to third Persons. Despite the foregoing, Confidential Information received in connection with this Agreement may be disclosed by any Party to the extent that such Confidential Information: (w) is required to be disclosed by Applicable Law or for the purpose of any judicial or administrative proceedings (provided that, to the extent practicable and after termination permitted by Applicable Law, prior to such disclosure or expiration of this Agreement for any reason whatsoeveruse, the Receiving Party shall: disclosing the Confidential Information shall (i) keep promptly notify the Confidential Information confidential; (ii) not disclose other Parties of such requirement and provide such Parties with a list of the Confidential Information to be disclosed (unless the provision of such notice is not permissible under Applicable Law) and (ii) reasonably cooperate in obtaining a protective order covering, or confidential treatment for, such Confidential Information); (x) is required to be disclosed to any person save and except with Governmental Authority having jurisdiction over the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use disclosing the Confidential Information for any purpose other than in connection with supervisory discussions with, and examinations by, such Governmental Authority; (y) becomes generally available to the performance public (other than as a result of its obligations under this Agreementan unauthorized disclosure, whether direct or indirect, by any of the Parties); and provided that there is written evidence of the public availability of such Confidential Information; or (ivz) Comply at all times was permitted to be disclosed or used with the PDPAother Parties’ prior written approval. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Each Party shall hold, and shall use reasonable commercial efforts to cause their respective Affiliates, consultants and advisors to hold, in strict confidence all Information concerning the Term of other furnished to it by the other Party or Parties or their representatives pursuant to this Agreement and after termination or expiration of this Agreement for any reason whatsoever, (except to the Receiving Party shall: extent that such Information (i) keep is or becomes generally available to the Confidential Information confidential; public other than as a result of any action or inaction by the receiving Party, (ii) was within the possession of the receiving Party prior to it being furnished to the receiving Party by or on behalf of the disclosing Party pursuant hereto, provided that the source of such Information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any Person with respect to such Information, or (iii) is or becomes available on a non-confidential basis to the receiving Party from a source other than the disclosing Party, provided that the source of such Information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any Person with respect to such Information), and each Party shall not release or disclose the Confidential such Information to any person save other Person, except its auditors, attorneys, financial advisors, bankers and except other consultants and advisors, unless compelled to disclose such Information by judicial or administrative process or by other requirements of law or so as not to violate the rules of any stock exchange; provided that in the case of disclosure compelled by judicial or administrative process, the receiving Party shall (to the extent permitted by applicable law) notify the disclosing Party promptly of the request and the documents requested thereby so that the disclosing Party may seek an appropriate protective order or other appropriate remedy. If, in the absence of a protective order or other remedy or the receipt of a waiver hereunder, a Party is, in the written opinion of its counsel, compelled to disclose any Information to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, such Party may so disclose the Information without liability hereunder; provided that such Party gives written notice to the other Party or Parties of the Information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, uses all reasonable efforts to limit any such disclosure to the precise terms of such requirement and cooperates with the prior written consent of disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such information by the Disclosing Party tribunal or in accordance with Clause 13.2; (iii) not other entity. Notwithstanding the foregoing, Sellers shall be entitled to use the and disclose any Confidential Information for any purpose other than legitimate reasonable business purpose, including without limitation, (1) for purposes under the Agreement, including resolving disputes, (2) for Tax reporting purposes, (3) in connection with the performance disposition of its obligations under this Agreement; and Inventory and (iv4) Comply at all times with the PDPAresolving litigation. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During PetPxxxx.xxx xxx Pets.xxx xxxh agree to retain in confidence the Term of non- public terms in this Agreement and after termination or expiration of all other non-public information and know-how disclosed pursuant to this Agreement for any reason whatsoeverwhich is either designated as proprietary and/or confidential, or by the Receiving Party shall: nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (i"Confidential Information"). Each party agrees to: (a) keep preserve and protect the confidentiality of the other party's Confidential Information; (b) refrain from using the other party's Confidential Information confidential; except as contemplated herein; and (iic) not disclose the such Confidential Information to any person save third party except to employees as is reasonably required under this Agreement (and except with only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees). Notwithstanding the prior written consent foregoing, either party may disclose Confidential Information of the Disclosing Party other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to the Confidential Information of the disclosing party, as shown in accordance with Clause 13.2; records of receiving party; (iii) not use otherwise known to the Confidential Information for any purpose other than in connection with receiving party through no wrongful conduct of the performance of its obligations under this Agreement; and receiving party, or (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited required to be disclosed by the PDPAlaw or court order. Moreover, the Receiving Party either party hereto may disclose the any Confidential Information hereunder to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of such party's agents, attorneys and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party representatives or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyany other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto.

Confidentiality. 14.1 During Each Party (the Term of this Agreement “Receiving Party”) agrees that it will, and after termination will cause its Affiliates and its and its Affiliates’ officers, directors, employees, accountants, consultants, advisors and agents to, hold all information concerning another Party (the “Disclosing Party”) or expiration of this Agreement for any reason whatsoever, its Affiliates received by the Receiving Party shall: from the Disclosing Party or its Affiliates (other than information which (i) keep becomes generally available to the Confidential Information confidential; public, (ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Affiliates, as the case may be, (iii) becomes available to the Receiving Party or, prior to the Closing Date, the Business, on a non-confidential basis from a source other than the Disclosing Party or its Affiliates not reasonably known by the Receiving Party to be prohibited from disclosing such information to such persons by a contractual, legal or fiduciary obligation, (iv) is required or requested to be disclosed by Law or any Government Entity or Self-Regulatory Organization, (v) may be necessary or advisable to disclose in order to enforce any of the Confidential Information Receiving Party’s rights pursuant to this Agreement or any Ancillary Agreement, (vi) may be necessary or advisable to disclose in connection with any litigation, arbitration, mediation or other similar Legal Proceeding involving the Receiving Party or any of its Affiliates or (vii) may be necessary or advisable to disclose in order for the Receiving Party or its Affiliates, as applicable, to perform their respective obligations pursuant to this Agreement or the Ancillary Agreements) on a confidential basis and not voluntarily disclose (other than pursuant to legal process after an opportunity to restrict or otherwise limit disclosure) to any person save and except with other Person such information without the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance a period of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, three years after the Receiving Party may disclose receives the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by information from the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During 12.12.1 All information disclosed by any party (or its representatives) whether before or after the Term Effective Date, in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any other party (or its representatives) will be kept confidential by such other party and its representatives and will not be used by any such Persons other than as contemplated by this Agreement, except to the extent that such information (a) was known by the recipient when received, (b) is or hereafter becomes lawfully obtainable from other sources, which have an independent right to such information, (c) is generally available to the public or becomes generally available to the public other than through disclosure in violation of this provision and only after the date such information is generally available to the public, (d) which is required to be disclosed by a Governmental Entity having jurisdiction over the parties or applicable law; provided that the disclosing party notifies the other party as promptly as reasonably practicable following receipt of notice from a Governmental Entity, (e) is disclosed to each party's auditors and financial and legal advisors who have been advised of their obligation to maintain the information in confidence, (f) may be disclosed pursuant to a written waiver by the other party or (g) is deemed necessary by the Seller Parties in their reasonable business judgment to negotiate and consummate Internet related business dealings, provided that (i) the Seller Parties do not reveal any financial information relating to PEI or its Affiliates, this Agreement or any related agreement, (ii) the Seller Parties do not reveal any information in connection with the issuance and sale of PEI Shares under this Agreement, and (iii) prior to disclosure, the recipient enters into a written confidentiality agreement with the Seller Parties acceptable to PEI and which gives PEI the right as a third party beneficiary to enforce its terms. 12.12.2 In recognition of each party's understanding that the other may in the future invite third parties to participate as equity or non-equity investors or other providers of financing in or to such party or its respective affiliates, the parties agree that each may provide to such entities copies of this Agreement and after termination such other information as would be reasonable in the circumstances for a potential investor to require. Notwithstanding the foregoing, no such information will be provided until a confidentiality agreement for the benefit of the other party and their respective affiliates has been signed by such potential investor. 12.12.3 In recognition of the fact that PEI is a publicly held company, (a) the parties agree that PEI may provide to current and prospective institutional investors and analysts such information concerning Sellers as is conventional to assist such investors in deciding whether to invest or expiration of this Agreement for any reason whatsoeverhow to manage their investment or such analysts to prepare their reports; provided, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with that no information may be disclosed without the prior written consent of Sellers that would reasonably be expected to cause harm to Sellers, including with respect to its competitive position and (b) the Disclosing Party or in accordance with Clause 13.2; (iii) not use Seller Parties will maintain the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term confidentiality of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of discussions and complies negotiations associated with all the Receiving Party's obligations of confidentiality under this Agreement as if until mutually acceptable press release concerning the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date subject matter of this Agreement comes into the public domain other than through breach of is developed and disclosed pursuant to Section 12.11. 12.12.4 If this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and terminated in accordance with a relevant statutory obligationits terms, an order each party will use all reasonable efforts to return upon written request from the other party all documents (and reproductions thereof) received by it or its representatives from such other party (and, in the case of a court of competent jurisdiction or an order of a competent regulatory bodyreproductions, all such reproductions made by the receiving party) that include information not within the exceptions contained in this Section 12.12, unless the recipients provide assurances reasonably satisfactory to the requesting party that such documents have been destroyed.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: Unless (i) keep the Confidential Information confidential; otherwise expressly provided in this Agreement, (ii) not disclose required by applicable Law or any listing agreement with, or the Confidential Information to rules and regulations of, any person save and except with applicable securities exchange or the prior written consent of the Disclosing Party or in accordance with Clause 13.2; NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Purchaser and the Company, any information or documents furnished in connection herewith shall be kept strictly confidential by the Company, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or the Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to the Exchange Act with respect to the Offer and the Merger, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any filings with the SEC. In the event the Merger is not use consummated, each party shall return to the Confidential Information for other any purpose documents furnished by the other than and all copies thereof any of them may have made and will hold in absolute confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the performance pursuit or defense of its obligations under this Agreement; and a claim, (ivii) Comply at all times with 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 PDPA. 14.2 During the Term public other than by breach of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information Section 8.1. Prior to its employees and/or any disclosure of information pursuant to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained exception in Clause 13.1 shall not apply to any confidential Information which: clause (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from preceding sentence, the party intending to disclose the same shall so notify the party which provided the name in order that such party may seek a third party; or (iv) Is disclosed by the Receiving Party pursuant protective order or other appropriate remedy should it choose to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodydo so.

Confidentiality. 14.1 During the Term (a) The terms and conditions of this Agreement Agreement, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and after termination or expiration of this Agreement for any reason whatsoeverschedules attached hereto and thereto, the Receiving transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party shall:hereto and by representatives of such Parties to any other Party hereof or any of the representatives of such Parties (collectively, the “Confidential Information”), shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below. (b) Notwithstanding the foregoing, each Party may disclose (i) keep the Confidential Information confidential; to its Affiliates and its and its Affiliates’ respective shareholders, directors, employees or advisers (including without limitation bankers, consultants, financial advisers, accountants, legal counsels or members of advisory boards) on a need-to-know basis, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7.7, (ii) not disclose such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate such Party’s operations, in each case as such Party deems appropriate in good faith, and (iii) the Confidential Information to any person save Person to which disclosure is approved in writing by the other Parties. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 7.7(c) below. (c) Except as set forth in Section 7.7(b)above, in the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, other Laws of any jurisdiction, or any applicable stock exchange rules or regulations) to disclose the existence of this Agreement or any Confidential Information, such Party (the “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact and except shall consult with the prior written consent other Parties hereto regarding such disclosure. At the request of any other Parties, the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAmay, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for possible and with the purposes cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. (d) Notwithstanding any other provision of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all Section 7.7, the Receiving Party's confidentiality obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Parties shall not apply to any confidential Information which: to: (i) information which a restricted party learns from a third party which the receiving party reasonably believes to have the right to make the disclosure; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party; or (iii) information which enters the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through without breach of this Agreement by the Receiving Party or any Recipient;confidentiality obligations hereunder of the restricted party. (iie) is known by Notwithstanding the Receiving Party prior to disclosure by foregoing, no Warrantor shall use the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession name or logo of the Receiving Party from a third party; or Purchaser in any manner, context or format (ivincluding but not limited to reference on or links to websites, press releases) Is disclosed by without the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order prior consent of a court of competent jurisdiction or an order of a competent regulatory bodysuch Purchaser.

Confidentiality. 14.1 During the Term 9.1 The provisions of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 clause shall not apply to any confidential Confidential Information whichthat: (ia) is in or becomes generally available to the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain (other than through as a result of its disclosure by the receiving party or its Representatives in breach of this Agreement by the Receiving Party or any Recipientclause); (iib) is known by was available to the Receiving Party prior to receiving party on a non-confidential basis before disclosure by the Disclosing Party to the Receiving Partydisclosing party; (iiic) was, is subsequently or becomes lawfully into available to the possession of the Receiving Party receiving party on a non-confidential basis from a third person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) was known to the receiving party before the information was disclosed to it by the disclosing party; or (ive) Is the parties agree in writing is not confidential or may be disclosed. 9.2 Each party shall keep the other party’s Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause. 9.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the Receiving Party pursuant extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with a relevant statutory obligationthis clause 9.3, an order it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 9.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a court party’s Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement. 9.5 The provisions of competent jurisdiction or an order this clause 9 shall continue to apply after termination of a competent regulatory bodythis agreement.

Confidentiality. 14.1 During the Term of this Agreement Each Party hereby agrees to keep and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) to cause such Party’s Representatives to keep the all Confidential Information confidential; (ii) confidential and not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the such Confidential Information for any purpose other than except exercising its rights, or fulfilling its obligations, under this Agreement, or as may be authorized in connection with writing by the performance disclosing Party. The confidentiality obligation set forth in this Section 5.4 shall not apply to (a) Confidential Information (i) that becomes, through no violation of the provisions of this Section 5.4 by the applicable Party or such Party’s Representatives, part of the public domain or publically available by publication or otherwise, (ii) which is obtained by the applicable Party or such Party’s Representatives from a source that is not known to it to be prohibited from disclosing such Confidential Information to such Party or such Party’s Representatives, by any legal, fiduciary or contractual obligation of confidentiality to another Party, as evidenced by the receiving Party’s written records, or (iii) which is developed independently by the applicable Party or such Party’s Representatives without use of the Confidential Information or violation of such Party’s and its Representatives’ obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited Section 5.4, in each case, as evidenced by the PDPAreceiving Party’s written records, or (b) disclosures of Confidential Information (i) in the course of any trial or other legal proceeding involving the applicable Party or such Party’s Representatives (including any such trial or legal proceeding relating to, or arising out of, this Agreement), or (ii) as required by any applicable securities Law or other Law (including any subpoena, interrogatory, or other similar requirement for such information to be disclosed or the request or requirement of any regulatory, governmental or self-regulatory authority with jurisdiction over the receiving Party or its Representatives) or the rules of any applicable national stock exchange. In any such circumstance outlined in clause (b) above, the Receiving disclosing Party may shall as promptly as practicable give the other Parties written notice of such required disclosure and thereafter disclose only that portion of the Confidential Information as such disclosing Party is advised by legal counsel that it is reasonably required to disclose and shall exercise its employees and/or commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information. The confidentiality restrictions on each Party set forth in this Section 5.4 shall terminate upon the first anniversary of the earlier of (a) Closing Date and (b) the Termination Date. Each Party, on behalf of itself and its applicable Representatives, acknowledges the competitive and confidential nature of the Confidential Information and that irreparable damage may result to the Financial Institution other Party if any Confidential Information is disclosed to any Third Party, except as herein permitted or under the Confidentiality Agreement and except to (hereinafter referred A) its lenders, auditors or tax advisors and (B) Representatives who reasonably need to know such information to assist the receiving Party in exercising its rights, or fulfilling its obligations, under this Agreement, provided that each Party shall be responsible for any of its lenders’, auditors’, tax advisors’ or Representatives’ breaches of this Section 5.4, as the ''Recipient'') if such Representatives were a signatory to the extent reasonably necessary this Agreement for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.Section 5.4. It is

Confidentiality. 14.1 During 7.1 For a period of five (5) years after the Term date of this Agreement disclosure thereof to Philips or LGE, as the case may be, Philips and after termination LGE will, and will cause each Affiliate of Philips or expiration of this Agreement for the LGE, as the case may be, to, keep secret and not disclose to third parties in any reason manner whatsoever, the Receiving Party shall: in whole or in part, any information (i) keep the Confidential Information confidential; obtained by any of its officers, employees or agents in connection with service as an officer, director, auditor, employee or agent of LPL or (ii) not disclose the Confidential Information to obtained by any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than of its officers, employees or agents in connection with the performance exercise of its obligations any such Party’s rights under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement , concerning each other and unless prohibited by the PDPAeach other’s business, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution assets and operations (hereinafter referred to as “Confidential Information”), and Confidential Information may not be used by any Party other than as reasonably necessary in connection with the ''Recipient''exercise of such Party’s rights under this Agreement. Notwithstanding the foregoing, that Philips or LGE may disclose or use information which: (a) was proven to be already in the receiving Party’s possession before such disclosure by objective evidence, provided that such information is not known by the receiving Party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the disclosing Party or another party; (b) becomes generally available to the public other than as a result of a disclosure in violation of this Section 7.1 by the receiving Party; (c) becomes available to the receiving Party on a non-confidential basis from a source which is not known by the receiving Party to be bound by a confidentiality agreement with, or other obligation of secrecy to, the disclosing Party ; and (d) is required to be disclosed in connection with compliance with any applicable law, regulation or order (including, without limitation, in connection with the IPO or any subsequent public offering of Shares); provided that the receiving Party shall use commercially reasonable efforts to cooperate with the disclosing Party to minimize the disclosure to the extent reasonably necessary for the purposes of this Agreementpracticable. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all 7.2 Except as otherwise specifically provided to the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained contrary in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, Philips and LGE shall deal with Confidential Information so as to protect it from disclosure with a degree of care not less than that used by it in dealing with its own information intended to remain exclusively within its knowledge and shall take reasonable steps to minimize the risk of disclosure of such Confidential Information and information concerning this Agreement by ensuring that only its officers, directors and employees and the officers, directors and employees of its professional advisers (and no other Persons) who have a bona fide “need to know” such Confidential Information for purposes permitted or at any time after contemplated hereby (“Authorized Persons”) shall have access thereto, and shall cause such Authorized Persons to treat such Confidential Information in strict confidence as provided herein and each Party shall return to the date other Party, immediately upon termination of this Agreement comes into or upon such other Party’s request, all Confidential Information furnished by the public domain other Party; and the receiving Party shall, to the extent legally permissible and technically feasible using commercially reasonable efforts, destroy all analyses, studies, compilations or other documents prepared by receiving Party or its Affiliates or their advisors containing Confidential Information (and all copies thereof, other than through one copy to be retained for record-keeping purposes only by the receiving Party or its advisors or legal counsel). 7.3 This Agreement or its contents may be disclosed as required by law, regulation or order as contemplated by clause (d) above, but the disclosing Party shall use its commercially reasonable efforts to secure that its contents be held confidential and will only disclose such information after notice to, and consultation with, the other Party, if feasible. 7.4 The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement Article VII by the Receiving either Party or its representatives and that either Party shall be entitled to specific performance and injunctive or other equitable relief as remedies for any Recipient; (ii) is known by such breach. Such remedies shall not be deemed to be the Receiving Party prior exclusive remedies but shall be in addition to disclosure by the Disclosing Party all other remedies available at law or in equity to the Receiving such Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Each Party shall keep all information relating to each other Party, information relating to the Term of transactions herein (including the term sheet governing the transactions contemplated herein) and this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter collectively referred to as “the ''Recipient''Information”) confidential. None of the Parties shall issue any public release or public announcement or otherwise make any disclosure concerning the Information, without the prior approval of all the other Parties; provided however, that nothing in this Agreement shall restrict any of the Parties from disclosing any information as may be required under Law subject to providing a prior written notice of 7 (seven) days to the other Parties. Subject to Law, such prior notice shall also include (a) details of the Information intended to be disclosed along with the text of the disclosure language, if applicable; and (b) the disclosing Party shall also cooperate with the other Parties to the extent reasonably necessary that such other Party may seek to limit such disclosure including taking all reasonable steps to resist or avoid the applicable requirement, at the request of the other Parties. Nothing in this Clause 22 shall restrict any Party from disclosing Information for the purposes of this Agreement. 14.3 The Receiving Party shall procure following purposes: To the extent that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential such Information which: (i) is in the public domain at the date other than by breach of this Agreement; To the extent that such Information is required to be disclosed by any Law or required to be disclosed to any governmental authority to whose jurisdiction such Party is subject or with whose instructions it is customary to comply; To the extent that any of such Information is/are later acquired by such Party from a source not obligated to any other Party hereto, or at its Affiliates, to keep such Information confidential; Insofar as such disclosure is reasonably necessary to such Party’s employees, directors or professional advisers, provided that such Party shall procure that such employees, directors or professional advisors treat such Information as confidential. For the avoidance of doubt, it is clarified that disclosure of information to such employees, directors or professional advisors shall be permitted on a strictly “need-to-know basis”; To the extent that any time after of such Information was previously known or already in the date lawful possession of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party such Party, prior to disclosure by any other Party hereto; and To the Disclosing extent that any information, materially similar to the Information, shall have been independently developed by such Party without reference to any Information furnished by any other Party hereto. Disclosure of any information by IITK about the Company (e.g. Company’s Profile, Incubation support provided by IITK to the Company, Products of the Company, Directors and Promoters etc.) to the print or electronic media, in order to promoter the Incubation Centre of IITK and its mentoring services. However this information shall not include the business secrecy including the technical aspects, process and procedures, IP Rights of the Company. The Parties warrant that they shall at all times keep confidential (and shall use best endeavours to procure that its respective employees and agents keep confidential) any Confidential Information which is in their possession or which they may acquire in relation to the Company or in relation to the clients, business or affairs of any other Party hereto and shall not use or disclose such information except with the consent of every other Party to this Agreement. The Parties, in the Receiving Party; course of their relationship with the Company, are likely from time to time to obtain access, knowledge or right to use (iiiby agreement or conduct or otherwise) is subsequently becomes lawfully into the possession of trade secrets, intellectual property rights and other Confidential Information of the Receiving Party from a third party; or (iv) Is disclosed by Company and to have dealings with the Receiving Party pursuant to customers and suppliers of the Company and in accordance order to protect such rights and other Confidential Information and the goodwill of the Company, the Parties undertake to not to, directly or indirectly engage in competing business with a relevant statutory obligationthat of the Company or disclose, an order misuse, pass on, license, publish, exploit, distribute such trade secrets, intellectual property rights and other Confidential Information, details of a court the customers, suppliers without express consent of competent jurisdiction or an order of a competent regulatory bodythe Board.

Confidentiality. 14.1 During (a) Service Recipients and Service Provider each acknowledge and agree that all documents, instruments, records, reports and information (regardless of how embodied or conveyed) which are received from the other Party during the Term (collectively, “Confidential Information”) are highly confidential and shall be maintained in strict confidence. Accordingly, each of this Agreement the Service Recipients and Service Provider agrees that it shall not, at any time during or after termination or the expiration of this Agreement for Agreement, use in a manner unauthorized by the disclosing Party, any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose of the Confidential Information to any person save and except with disclosing Party or, without the prior written consent of the Disclosing disclosing Party, directly or indirectly disclose any such Confidential Information to any other Person, other than to any Affiliate, provided that the receiving Party shall require the same agreement from such Affiliate to whom Confidential Information is disclosed. (b) The term “Confidential Information” does not include any data or information which the receiving Party can establish is already known to the receiving Party at the time it was initially disclosed to the receiving Party. Furthermore, the term “Confidential Information” does not include any data or information which before being divulged by the receiving Party, the receiving Party can establish (a) has become generally known to the public through no wrongful act of the receiving Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance breach of its obligations under this Agreement; and(b) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to the knowledge of the receiving Party, a breach of an obligation of confidentiality running directly or indirectly to the disclosing Party; or (c) has been approved for release by a written authorization by the disclosing Party. (ivc) Comply at all times with In the PDPA. 14.2 During event that the Term receiving Party is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or, in the opinion of this Agreement and unless prohibited counsel for such Party, by the PDPAfederal or state securities or other statutes, the Receiving regulations, or laws) to disclose any Confidential Information, such Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') shall, to the extent reasonably necessary for practicable without violation of applicable legal requirements, promptly notify the purposes disclosing Party of such requests or requirement prior to disclosure so that the disclosing Party may, at its expense, seek an appropriate protective order and/or waive compliance with the terms of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Each Party shall keep confidential, and shall instruct its officers and employees and, solely when acting in their capacity as the Term following, attorneys and other advisors and representatives (collectively “Representatives”) to keep confidential, information relating to the other Parties, the Biogen Parties and their respective Affiliates provided by such other Parties, the Biogen Parties or any of their respective Affiliates (each a “Disclosing Party” and, collectively with its respective Affiliates, the “Disclosing Parties”) to such receiving Party or any of its Affiliates (a “Receiving Party” and, collectively with its respective Affiliates, the “Receiving Parties”) and its Representatives pursuant to or in connection with this Agreement and after termination (the “Confidential Information”), except as may otherwise be requested or expiration of this Agreement for required by (i) applicable Law or stock exchange requirements or (ii) judicial or legal process or by any reason whatsoeverGovernmental Entity, in which case the Receiving Party shall: will, to the extent permitted by applicable Law, provide the Disclosing Parties with prompt written notice of such requirement so that the Disclosing Parties may seek an appropriate protective order (iat the Disclosing Parties’ sole expense). For purposes hereof, “Confidential Information” shall not include any information that (A) keep was or becomes generally available to the Confidential Information confidential; public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Section 7, (iiB) was or becomes available to the Receiving Party or any of its Representatives from a source other than a Disclosing Party; provided that the provision of such information from such source is reasonably believed by the Receiving Party or its Representatives, as applicable, not disclose to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party, (C) at the Confidential Information to any person save and except with time of disclosure is already in the prior written consent possession of the Receiving Party or any of its Representatives; provided that such information is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party or in accordance with Clause 13.2; (iiiD) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited was independently developed by the PDPA, the Receiving Party may disclose the Confidential Information to or any of its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all Representatives on the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement’s behalf without reference to, incorporation of, or at other use of any time Confidential Information. The Parties acknowledge that Forward Pharma will file the License Agreement and the Aditech Addendum with the SEC promptly after the date of this Agreement comes into and that Forward Pharma will also on or after the public domain other than through breach date of this Agreement by make the Receiving Party or any Recipient; (ii) is known by License Agreement and the Receiving Party prior to disclosure by Aditech Addendum publically available on its website as part of the Disclosing Party materials distributed to the Receiving Party; (iii) is subsequently becomes lawfully into the possession holders of its Ordinary Shares in advance of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyShareholders’ Meeting.

Confidentiality. 14.1 During the Term of this Agreement (a) Each Party shall keep confidential, and after termination or expiration of this Agreement for any reason whatsoevershall cause its directors, the Receiving Party shall: (i) officers, employees and representatives to keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent , non-public information of the Disclosing other Party or in accordance with Clause 13.2; and of the terms and conditions hereof and of any Transaction Document (iii) not use the “Confidential Information for any purpose other than in connection with the performance of its obligations under this AgreementInformation”); and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving provided that a Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient''i) to the extent reasonably necessary for required by applicable law so long as, where such disclosure is to a Government Entity, such Party shall use all reasonable efforts to obtain confidential treatment of the purposes Confidential Information so disclosed, (ii) to the extent required by the rules of any stock exchange, except that the disclosing Party shall consult with the other Party with respect to the contents and form of such disclosure prior to any such disclosure, (iii) to its Affiliates and its Affiliates’ officers, directors, employees and professional advisors on an as-needed basis so long as such Party advises each Person to whom the Confidential Information is so disclosed as to the confidential nature thereof, (iv) to its representatives, agents or any Person otherwise providing substantial debt or equity financing to such Party on an as-needed basis so long as such Party advises each Person to whom the Confidential Information is so disclosed as to the confidential nature thereof and obtains an undertaking from such Person to keep the disclosed information confidential on the same terms of this AgreementSection 7.7, and (v) in the case of Buyer, to any Person, its shareholders and partners, that enter into bona fide negotiations to acquire Buyer or Buyer’s interest in the Company so long as such Persons have agreed to maintain the confidentiality of the Confidential Information. 14.3 The Receiving Party shall procure (b) For the avoidance of doubt, the Confidential Information does not include information that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is was already in the public domain at possession of the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement receiving Party before such disclosure by the Receiving Party or any Recipient; disclosing Party; (ii) is known by or becomes available to the Receiving Party prior to public other than as a result of disclosure by the Disclosing receiving Party to the Receiving Party; or its directors, officers, employees and representatives in violation of this Section 7.7; or (iii) is subsequently or becomes lawfully into available to the possession of the Receiving receiving Party from a third party; orparty not known by the receiving Party to be in breach of any legal or contractual obligation not to disclose such information to it. (ivc) Is disclosed by Notwithstanding anything express or implied to the Receiving contrary, each Party pursuant (and each employee, representative or other agent of such Party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure. (d) The confidentiality obligations contained in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodythis Section 7.7 shall survive two years after termination hereof.

Confidentiality. 14.1 During 3.01 Each Party and its Affiliates to which this Agreement is extended agrees to hold in confidence the Term other Party’s Confidential Technical Information during the term of this Agreement and for a period of ten (10) years after its expiration or termination, except that either Party may make Confidential Technical Information of the other Party available to its contractors as may be necessary to carry out the Program, but only under terms of confidentiality and non-use at least as stringent as the obligations imposed on the Parties by this Agreement. 3.02 Upon termination of this Agreement, each Party shall, within one month of the written request of the other Party, return the Confidential Technical Information of the other Party, including all copies or expiration extracts made of such Confidential Technical Information received hereunder, and shall destroy or redact all documents prepared by it containing any aspect of the Confidential Technical Information of the other Party, except for one copy which may be retained in a separate Legal file for use only to determine obligations hereunder. (a) Each Party agrees to hold Agreement Technical Information in confidence during the term of this Agreement and for a period of ten (10) years after its expiration or termination. There shall be no publication of Agreement Technical Information by either Party or an Affiliate thereof to which this Agreement is extended unless the other Party consents in writing to such publication after review of the proposed draft of any reason whatsoever, the Receiving such publication. (b) The foregoing confidentiality obligation as it applies to a Party shallthat wishes to disclose Agreement Technical Information (“Disclosing Party”) shall not apply to any Agreement Technical Information: (i) keep which at the Confidential Information confidentialtime of development is in the public domain; (ii) not disclose which, after development, is published or otherwise becomes part of the Confidential Information to any person save and except with the prior written consent public domain through no fault of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into which was in the possession of the Receiving Disclosing Party at the time of development and was not acquired, directly or indirectly, from the other Party or from a third party; orparty under an obligation of confidence; (iv) Is disclosed which the Disclosing Party can show was received by it after the Receiving time of development hereunder from a third party who did not require the Disclosing Party pursuant to hold it in confidence and who did not acquire it directly or indirectly from the other Party under an obligation of confidence; and (v) which was independently developed by employees or contractors of the Disclosing Party who did not have access to the Technical Information of the other Party made available under the Agreement. Agreement Technical Information developed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in accordance with the public domain or in the possession of the Disclosing Party or its Affiliates. Neither will a relevant statutory obligation, an order combination of a court features be deemed within the foregoing exception merely because individual features are in the public domain or in the possession of competent jurisdiction the Disclosing Party or an order its Affiliates unless the combination itself is in the public domain or in the possession of a competent regulatory bodythe Disclosing Party or its Affiliates.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (a) Unless (i) keep the Confidential Information confidential; otherwise expressly provided in this Agreement, (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; required by applicable Law, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Microfield and ECI, all information (whether oral or written) and documents furnished in connection herewith together with analyses, compilations, studies or other documents prepared by such party which contain or otherwise reflect such information shall be kept strictly confidential by Microfield, ECI, Merger Sub and their respective officers, directors, employees, agents, and the ECI Shareholders. Prior to any disclosure permitted pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with obligations imposed by applicable Law. (b) In the event the transactions contemplated by this Agreement are not use completed, each party shall return to the Confidential Information for other any purpose documents furnished by the other than and all copies thereof that any of them may have made and will hold in confidence any information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the performance pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure (and provided that, except with respect to information referred to in the following clause (iii), such party shall have advised the other party of such knowledge upon or promptly after its obligations under receipt of such information) or was thereafter developed or obtained by such party independent of such disclosure, or (iii) such information is or becomes generally available to the public other than by breach of this Agreement; and Article 10 (iv) Comply at all times or, to such party's Knowledge, breach of a confidentiality agreement with the PDPA. 14.2 During the Term other party). Prior to any disclosure of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or information pursuant to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained exception in Clause 13.1 shall not apply to any confidential Information which: clause (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that such party may seek a third party; or (iv) Is disclosed by the Receiving Party pursuant protective order or other appropriate remedy should it choose to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodydo so.

Confidentiality. 14.1 During Each of the Term of parties hereto will hold, and will use its reasonable, good faith efforts to cause its respective shareholders, partners, members, directors, officers, employees, accountants, counsel, consultants, agents and financial or other advisors (collectively "Agents") to hold, in confidence, all information (whether oral or written), including this Agreement and after termination the documents contemplated herein, concerning the transactions contemplated by this Agreement furnished to such party by or expiration on behalf of any other party in connection with such transactions, unless legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, or by order of a court or tribunal of competent jurisdiction, or in order to comply with applicable rules or requirements of any stock exchange, government department or agency or other regulatory authority, or by requirements of any securities law or regulation or other legal requirement) to disclose any such information or documents, and except to the extent that such information or documents can be shown to have been (a) previously known on a nonconfidential basis by such party, (b) in the public domain through no fault of such party or (c) acquired by such party on a nonconfidential basis from sources not known by such party to be bound by any obligation of confidentiality in relation thereto. Notwithstanding the foregoing provisions of this Agreement for any reason whatsoeverSection 13.9, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not each party may disclose the Confidential Information such information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than its Agents in connection with the performance transactions contemplated by this Agreement or any of the other Basic Agreements and to its lenders in connection with obtaining the financing for the transactions contemplated by this Agreement so long as such Agents and lenders are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially and to certain governmental agencies in connection with the procurement of the governmental authorizations contemplated by this Agreement. The obligation of each party to hold any such information in confidence shall be satisfied if such party exercises the same care with respect to such information as it would take to preserve the confidentiality of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of own similar information. If this Agreement is terminated, each party will, and unless prohibited by the PDPAwill use its reasonable, the Receiving Party may disclose the Confidential Information good faith efforts to cause its employees and/or respective Agents and lenders to destroy or deliver to the Financial Institution (hereinafter referred to as other party, upon request, all documents and other materials, and all copies thereof, obtained by such party or on its behalf from the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies other party hereto in connection with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party that are subject to this Agreementsuch confidence. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During the Term 8.1 The Administrator agrees, on its own behalf and on behalf of this Agreement its directors, officers, employees, agents and after termination or expiration of this Agreement for contractors, to keep confidential any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information and all records maintained and other information obtained hereunder which relate to any person save Fund or to any of a Fund’s former, current or prospective shareholders, except that the Administrator may deliver records or divulge information (a) when requested to do so by duly constituted authorities after prior notification to and approval in writing by such Fund (which approval will not be unreasonably withheld and may not be withheld by such Fund where the Administrator advises such Fund that it may be exposed to civil or criminal contempt proceeding or other penalties for failure to comply with such request) or (b) whenever requested in writing to do so by such Fund. 8.2 The Administrator agrees to keep confidential all information (whether written or oral), ideas, techniques, and materials supplied by the other party, and shall not distribute the same to any other parties, at any time, except with the prior express written consent of the Disclosing Party other party. The Administrator agrees to discontinue use of and destroy, where applicable, all information, ideas, techniques, and materials supplied by the other party upon termination of this Agreement. The Administrator acknowledges that certain information made available to the other party may be deemed nonpublic personal information under the Xxxxx-Xxxxx-Xxxxxx Act or in accordance with Clause 13.2; other federal and state privacy laws and the regulations promulgated thereunder (iiicollectively, “Privacy Laws”). The Administrator agrees: (a) not to disclose or use such information except as required to carry out its duties under this Agreement or as otherwise permitted by the Confidential Information for any purpose other than in connection Privacy Laws; (b) to establish and maintain written procedures and physical safeguards reasonably designed to insure the security and privacy of all such information; and (c) to cooperate with the performance other party and provide reasonable assistance in ensuring compliance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') such Privacy Laws to the extent reasonably necessary applicable to either party. The Administrator will promptly notify the Trust if the Administrator learns of any use of confidential information by the Administrator’s employees for the purposes of purpose(s) other than identified above or that would otherwise violate this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Expanded Parties agree that, for the Term and for five (5) years thereafter, each Expanded Party (the “Receiving Party”) receiving any Confidential Information of another Expanded Party (the “Disclosing Party”) under this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) shall keep the such Confidential Information confidential; (ii) confidential and shall not publish or otherwise disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the such Confidential Information for any purpose other than as provided for in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, except for Confidential Information that the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information whichcan establish: (i) is was already known by the Receiving Party (other than under an obligation of confidentiality) at the time of disclosure by the Disclosing Party and the Receiving Party has documentary evidence to that effect; provided, however, that the foregoing exception shall not apply in respect of Regulatory Documentation and information included therein transferred to Salix pursuant to the provisions hereof or the Transition Agreement; (ii) was generally available to the public or otherwise part of the public domain at the date time of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to its disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into became generally available to the possession public or otherwise part of the public domain after its disclosure or development, as the case may be, other than through any act or omission of the Receiving Party from or any of its Affiliates; (iv) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third partyThird Party who had no obligation to the Disclosing Party not to disclose such information to the Receiving Party; or (ivv) Is disclosed was independently discovered or developed by or on behalf of the Receiving Party without the use of any Confidential Information belonging to the Disclosing Party and the Receiving Party has documentary evidence to that effect; provided, however, that the foregoing exception shall not apply in respect of Regulatory Documentation and information included therein transferred to Salix pursuant to the provisions hereof or the Transition Agreement. Information that is otherwise Confidential Information and in accordance with a relevant statutory obligation, an order consists of a court combination of competent jurisdiction or an order information shall not be deemed to be in the public domain if individual elements of a competent regulatory bodysuch information are in the public domain, unless the specific combination of those elements is also in the public domain.

Confidentiality. 14.1 During the Term of this Agreement 7.1. Subject to Paragraphs 7.2, 7.3, 7.4 and after termination or expiration of this Agreement for any reason whatsoever7.5, the Receiving Party shallparties agree not to disclose and/or provide to a THIRD PARTY any information and/or materials received from the other party and to use the information and materials received from the other party only as licensed hereunder. 7.2. Unless otherwise restricted by this Agreement, the confidentiality obligations of Paragraph 7.1 shall not apply to information and/or materials which: (ia) keep was known to the Confidential Information confidentialreceiving party or generally known to the public prior to its disclosure hereunder; or (b) subsequently becomes known to the public by some means other than a breach of this Agreement; (iic) is subsequently disclosed to the receiving party by a THIRD PARTY having a lawful right to make such disclosure and who is not disclose under an obligation of confidentiality to the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2disclosing party; (iiid) not use is required by law or bona fide legal process regulation, rule, act or order of any governmental agency or authority to be disclosed, provided that the Confidential Information for any purpose other than in connection with the performance receiving party takes all reasonable steps to restrict and maintain confidentiality of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement such disclosure and unless prohibited by the PDPAprovides reasonable advance notice, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary such advance notice is possible, to the party providing the information and/or materials; (e) is approved for release by the purposes parties, or * Confidential treatment requested (f) is independently developed by the employees or agents of the receiving party or its respective AFFILIATES, without any knowledge of the information and/or materials provided by the disclosing party, provided that such independent development can be properly demonstrated by the receiving party. (a) Notwithstanding Paraxxxxx 0.0, XXXXXXXXX xxx disclose and/or provide LICENSED TECHNOLOGY to a THIRD PARTY who (i) receives, or with whom TRANSGENE is negotiating the receipt of, a license from TRANSGENE to LICENSED TECHNOLOGY in conjunction with a license to an EXCLUSIVE TRANSGENE PRODUCT as permitted by Paragraph 2.7 hereof or (ii) is a THIRD PARTY contractor assisting TRANSGENE with respect to a TRANSGENE PRODUCT, provided such THIRD PARTY agrees to confidentiality and non-use obligations essentially identical to Paragraph 7.1 and provided further in the event of a THIRD PARTY contractor that such THIRD PARTY contractor enters into an agreement as provided in Paragraph 7.3(b) below. (b) In the event that TRANSGENE intends to transfer or disclose LICENSED TECHNOLOGY to a THIRD PARTY contractor as permitted by Paragraph 7.3(a)(ii) no such transfer or disclosure shall take place until such THIRD PARTY enters into an agreement with TRANSGENE by which TRANSGENE is granted ownership of or a license (including the right to grant sublicenses) to all inventions (and patent rights based thereon) which result from the use of LICENSED TECHNOLOGY. Any such inventions and patents shall be TRANSGENE TECHNOLOGY and TRANSGENE PATENTS subject to the terms and conditions of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were (a) Notwithstanding Paragraph 7.1, HGS may disclose and/or provide TRANSGENE TECHNOLOGY to a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: THIRD PARTY who (i) receives or with whom HGS is negotiating the receipt of, a license from HGS to TRANSGENE TECHNOLOGY in the public domain at the date of this Agreement, conjunction with a license pursuant to Paragraph 2.9 or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement a license to an EXCLUSIVE TRANSGENE PRODUCT as permitted by the Receiving Party Paragraph 6.1 hereof or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.THIRD PARTY contractor assisting HGS,

Confidentiality. 14.1 During (a) In the Term course of its performance of this Agreement Agreement, it is anticipated that HFS and after termination or expiration the Company will come into possession of this Agreement for any reason whatsoevercertain proprietary information belonging to the other, the Receiving Party shall: including but not limited to (i) keep in the Confidential Information confidential; case of the Company, marketing records, merchandising records, customer records and mailing lists and (ii) not disclose in the case of HFS, its financial condition, cost structures, allocation and pass through procedures, staffing levels, systems information and general business plans (all such information relating to the Company or HFS being "CONFIDENTIAL INFORMATION" and the party to whom such Confidential Information relates being the "PROPRIETARY PARTY"). HFS and the Company agree that each will not, during the Term hereof or thereafter, willfully or through gross negligence divulge, furnish, disclose, or make accessible to any person save third party any of the other's Confidential Information unless otherwise instructed by the Proprietary Party in writing; provided, however, that Confidential Information shall not include any information which (i) at the time of disclosure by the other party or thereafter is generally available to and except known by the public other than as a result of its disclosure by such party, (ii) was available to the other party on a non-confidential basis from a source other than the Proprietary Party, provided that such source is not bound by a confidentiality agreement, or contractual or fiduciary obligation with the prior written consent of the Disclosing Party Proprietary Party, or in accordance with Clause 13.2; (iii) not use has been independently acquired or developed by the Confidential Information for other party without violating any purpose other than in connection with the performance of its obligations under this Agreement; and, or of any other agreement between the Company and HFS or by which either party is bound for the benefit of the other party. (ivb) Comply at all times with HFS agrees that the PDPA. 14.2 During Company's mailing list will not be made available for use by HFS, its affiliates or anyone else without the Term Company's specific prior written permission for each occurrence of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.such use

Confidentiality. 14.1 During (a) The Parties agree not to disclose to any third person and to keep confidential, and to cause and instruct their affiliates, officers, directors, members, employees and representatives not to disclose to any third party and to keep confidential, any and all information designated in writing by a Party as confidential, proprietary or trade secret and obtained by either Party from the Term of other relating to this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with underlying transactions without the prior written consent of the Disclosing other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that any information may be disclosed by a receiving Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient''i) to the extent reasonably necessary for required by applicable laws and regulations or by any subpoena or similar legal process so long as the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient whose information is made aware of and complies with all being disclosed is given written notice, if such notice is practicable, at least five (5) days prior to such disclosure; (ii) to the Receiving Party's obligations of confidentiality under this Agreement as if extent the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) information is in the public domain at or the date of this Agreement, disclosing Party shall have otherwise made the information public or at shall have consented in writing prior to any time after such disclosure; (iii) in connection with the date required submission or disclosure of this Agreement comes into or any of its terms to the public domain other than through breach Commission; or (iv) to the extent the information was known to the receiving Party independent of receipt from the disclosing Party and without violation of this Agreement by the Receiving Party or any Recipient;receiving Party. The Parties agree that all written communications, including electronic communications, by Seller to T&D during the course of negotiation of this Agreement and concerning the terms of this Agreement, shall be deemed confidential for purposes of this Section 8.1 (iib) is known by Notwithstanding the Receiving Party prior provisions of Section 8.1(a) above, the Parties agree that, upon execution of this Agreement and upon final Commission approval of this Agreement or the entry of a final Commission order authorizing the T&D to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully enter into the possession this Agreement, this Agreement shall be a public record of the Receiving Party from a third party; or (iv) Is disclosed by Commission In addition, the Receiving Party parties agree that T&D may file reports of transactions pursuant to this Agreement with the Commission and in accordance with a relevant statutory obligationthe Federal Energy Regulatory Commission, an order and the contents of a court of competent jurisdiction or an order of a competent regulatory bodysuch reports shall not be confidential.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoeverFor purposes hereof, the Receiving Party shall: (i) Seller will keep the Confidential Information matters contemplated herein and all information provided by Buyer related to Buyer confidential; (ii) , and will not disclose the Confidential Information provide information about such matters to any person save party or use such information except to the extent necessary to effect the transactions contemplated hereby. Buyer will keep the matters contemplated herein and all information provided by Seller related to Seller and the Business confidential, and will not provide information about such matters to any party or use such information except with to the prior written consent of extent necessary to effect the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than transactions contemplated hereby. Xxxxx and Seller shall each cause their respective officers, directors, members, employees, agents, and advisors to keep confidential all information received in connection with the performance transactions contemplated hereby. If this Agreement terminates without consummation of its obligations under this Agreement; and (iv) Comply at all times the Closing, Seller and Buyer shall each maintain the confidentiality of any information obtained from the other in connection with the PDPA. 14.2 During transactions contemplated hereby and Xxxxx's business plans (the Term of this Agreement and unless prohibited by the PDPA"Information"), the Receiving Party may disclose the Confidential other than Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: that: (i) is was in the public domain at the date of this Agreement, or at any time after before the date of this Agreement comes or subsequently came into the public domain other than through breach as a result of this Agreement disclosure by the Receiving Party party to whom the Information was delivered; or any Recipient; (ii) is known was lawfully received by the Receiving Party prior a party from a third party free of any obligation of confidence of or to disclosure by the Disclosing Party to the Receiving Party; such third party; or (iii) is subsequently becomes lawfully into was already in the possession of the Receiving Party party prior to receipt thereof, directly or indirectly, from a third the other party; or or (iv) Is is required to be disclosed in a judicial or administrative proceeding after giving the other party as much advance notice of the possibility of such disclosure as practicable so that the other party may attempt to stop such disclosure; or (v) is subsequently and independently developed by employees of the party to whom the Information was delivered without reference to the Information. If this Agreement terminates without consummation of the Closing, Buyer, on the one hand, and Seller, on the other, shall return to the other all material containing or reflecting Information provided by the Receiving Party other, shall not retain any copies, extracts, or other reproductions thereof or derived therefrom, and shall thereafter refrain from using the Information and shall maintain its confidentiality pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodythis Agreement.

Confidentiality. 14.1 During the Term term of this Agreement and for a period of two (2) years after the expiration or termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, each of Parent and the MLP (and their respective employees, agents, representatives and Affiliates) shall maintain in confidence (except as may be disclosed to the parties’ Affiliates, and its and their respective attorneys, auditors, subcontractors, providers, or at other representatives who need to know such information in the course of the provision and receipt of the Services in accordance with the terms hereof) all proprietary and confidential business information of the other party hereto to which Parent or the MLP, as applicable, might become privy as a result of the transactions contemplated herein. No restrictions are placed upon a party hereto with respect to the use or disclosure of any time after the date of this Agreement comes into such information that: (a) is or becomes within the public domain other than through breach no fault of this Agreement the receiving party; (b) was legally acquired by the Receiving Party or any Recipient; receiving party from an unaffiliated third party who had a right to convey the same without obligation of secrecy; (iic) is known by developed independently without any reliance on the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; confidential information; or (iiid) is subsequently becomes lawfully into required to be disclosed by binding court order or other requirements of Law, provided that if the possession receiving party is requested to disclose any of the Receiving Party from a third disclosing party; or (iv) Is disclosed by the Receiving Party ’s confidential information pursuant to and in accordance with a relevant statutory obligationany legal or regulatory Proceeding, an order order, subpoena or request of a any court of competent jurisdiction or any other competent Governmental Authority, the receiving party will to the extent reasonably practicable promptly notify the disclosing party of such order, unless prohibited by Law, so that the disclosing party, in its sole discretion, may seek an appropriate protective order and/or take any other action to prevent or minimize the breadth of a competent regulatory bodysuch disclosure.

Confidentiality. 14.1 During 15.1 Each Party will treat and will procure that each of its Affiliates will treat as strictly confidential all information received or obtained by it as a result of entering into or performing its obligations under this Agreement or any of the Term other Transaction Documents which relates to: (A) the provisions or the subject matter of this Agreement and after termination or expiration any of the other Transaction Documents or any document referred to in any of them; or (B) the negotiations relating to this Agreement for or any reason whatsoeverof the other Transaction Documents or any document referred to in any of them. 15.2 Notwithstanding clause 15.1, any Party may disclose information which would otherwise be confidential under the Receiving Party shallprovisions of clause 15.1 if and to the extent that: (iA) keep the Confidential Information confidential; information is already in the public domain (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance as a result of a breach by that Party of its obligations under this Agreement; andclause 15 or otherwise); (ivB) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary disclosure is required for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreementstamping, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party Law of any relevant jurisdiction or for the purpose of any Recipientjudicial proceedings or quasi-judicial proceedings; (iiC) the disclosure is known required by or for the Receiving purposes of any filing or registration by a member of the Buyer’s Group with any Governmental Entity to which any Party prior to disclosure by is subject or submits, wherever situated and whether or not the Disclosing Party requirement for information has the force of law; (D) the information is disclosed on a strictly confidential, need-to-know basis to the Receiving employees, professional advisers, auditors and lenders (including their respective professional advisors) of such Party; (iiiE) is subsequently becomes lawfully into the possession Sellers’ Representative has given its prior written approval to the disclosure (in the case of disclosure by the Buyer) or the Buyer has given such prior written approval (in the case of disclosure by any of the Receiving Party from a third party; or (iv) Is Sellers), as the case may be, provided that any such information disclosed by the Receiving Party pursuant to clauses 15.2(B) or 15.2(C) will be disclosed only after notice to the Buyer or the Sellers’ Representative (as the case may be), as the case may be, unless such prior notification is prohibited by Law. 13.3 In addition to the permitted disclosures referred to in clause 13.2, and in accordance with a relevant statutory obligationnotwithstanding clause 13.1, an order the Buyer shall be permitted to disclose information to its Affiliates which would otherwise be confidential provided that the Buyer will remain liable to the Sellers for any breach of a court of competent jurisdiction or an order of a competent regulatory bodythis clause 13 by any such Affiliates.

Confidentiality. 14.1 During (a) Subject to Section 8(b), each of the Term Sub-Adviser and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other party’s confidential and proprietary information and materials concerning or pertaining to the other’s business. Each party and its affiliates and such party’s and its affiliates’ officers, employees, advisers and agents will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this Agreement and after termination or expiration of this Agreement for any reason whatsoeverinformation. Each party agrees that, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with without the prior written consent of the Disclosing Party other party, it and its affiliates and such party’s and its affiliates’ officers, employees, advisers and agents will not use, copy, or divulge to third parties or otherwise use, except in accordance with Clause 13.2; (iii) not use the Confidential Information for terms of this Agreement, any purpose information obtained from or through the other than party in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to other than as the ''Recipient'') to the extent reasonably necessary in the course of their business; provided that such recipients must agree to protect the confidentiality of such information and use such information only for the purposes of providing services to the BDC; provided, further, however, this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 covenant shall not apply to any confidential Information which: information (ix) which is in the public domain at now or when it becomes in the date public domain in the future, other than by reason of a breach of this Agreement, (y) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, or (z) disclosures which are required by law, regulatory authority, regulation or legal process, provided that the disclosing party shall provide prompt written notice in advance of such disclosures to the other party (to the extent permitted by applicable law and practical under the circumstances) in order to allow the other party to seek (at the other party’s expense) a protective order or other appropriate remedy (and if such protective order or similar remedy is obtained no such disclosure shall be made to the extent no longer required as a result of such protective order or similar remedy). (b) The Adviser agrees that the Sub-Adviser shall have the right to disclose the performance of the BDC to third parties at any time after time, subject to the date prior review and approval of the general form and scope of such disclosure by the Adviser (which approval shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary herein, each party to this Agreement comes into (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the public domain other than through breach tax treatment and tax structure of this Agreement by (i) the Receiving Party or any Recipient; BDC and (ii) is known any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. (d) The representations and warranties made by the Receiving Party prior to disclosure by Sub-Adviser and the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party Adviser pursuant to and in accordance with a relevant statutory obligation, an order this Section 8 shall survive the termination of a court of competent jurisdiction or an order of a competent regulatory bodythis Agreement.

Confidentiality. 14.1 During Each party shall keep all documents and information regarding the Term other party or its Affiliates that has been provided by this party or its representative and/or advisor in connection with this Agreement, or the transactions caused thereby, strictly confidential from any other person (to the exclusion of Affiliates or their representatives or advisors) and shall use best efforts to ensure compliance by its Affiliates and their respective representatives and/or advisors; provided (i) that there is a judicial or administrative procedure (including, but not limited to, in connection with obtaining the necessary Governmental Approvals for the transaction provided for in this Agreement Agreement) or another legal requirement compelling disclosure or (ii) unless disclosed in an action or proceeding brought by a party in pursuit of its rights or in the exercise of its remedies hereunder. Except are documents and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shallinformation: (ia) keep previously already known by the Confidential Information confidentialparty receiving such documents or information; (iib) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is already in the public domain at the date of this Agreement, (either prior to or at any time after the date delivery of this Agreement comes into the public domain other than through breach such documents or information hereunder) without fault of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third such receiving party; or (ivc) Is disclosed later obtained by the Receiving Party pursuant receiving party from another source if the receiving party is not aware that this other source is also under an obligation to another party hereto to keep such documents and information confidential; provided, however, that following the Closing the foregoing restrictions shall not apply to the use by the Buyer of documents and information delivered by the Seller concerning the Company. The Parties agree that an English translation of this Agreement and any necessary translation of the Annexes and Schedules of this Agreement may have to be registered with the SEC and thereby disclosed based on the applicable legal provisions of the United States. In the event that the transactions contemplated hereunder are not consummated, upon the request of the other party, each party shall promptly (under no event later than five Business Days after such request) return or cause to return all copies of documents and information furnished by the other party in accordance connection with a relevant statutory obligation, an order of a court of competent jurisdiction this Agreement or an order of a competent regulatory bodythe transactions contemplated hereunder. Each party shall ensure that its Affiliates as well as its representatives and/or advisor comply with this request.

Confidentiality. 14.1 During The Advisor, CMF and the Term Partnership each acknowledge and agree that during the course of this Agreement their association with one another, each party may receive and after termination or expiration have access to certain information, data, notes, analyses, records, and materials of this Agreement for any reason whatsoeverthe other party, including, without limitation, information concerning the other party’s business affairs, CMF and the Partnership’s management arrangement with the Advisor and investment strategies, and all information regarding the Advisor, CMF and the Partnership (collectively, the Receiving Party shall: “Confidential Information”). The term “Confidential Information” does not include information which (i) keep was or becomes generally available to the Confidential Information confidential; public other than as a result of a disclosure by the receiving party or its representatives in violation hereof, (ii) not disclose was or becomes available to the Confidential Information receiving party on a non-confidential basis prior to any person save and except with its disclosure by the prior written consent of disclosing party or its representatives or agents to the Disclosing Party receiving party or in accordance with Clause 13.2; its representatives, (iii) not use becomes available to the Confidential Information for any purpose receiving party or its representatives on a non-confidential basis from a source other than in connection the disclosing party or its representatives or agents, provided that such source is not known to the receiving party to be bound by a confidentiality agreement with the performance of disclosing party or its obligations under this Agreement; and representatives or agents or otherwise prohibited from transmitting the information to the receiving party or its representatives by a contractual, legal or fiduciary obligation, or (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited is independently developed by the PDPAreceiving party or on its behalf, provided that such development was by the receiving party or on the receiving party’s behalf without the use of, or any reference to, the Receiving Party may Confidential Information. None of the parties shall disclose the to third parties or use any other party’s Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to without such other party’s prior written consent, except as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement otherwise contemplated herein or as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreementrequired by applicable law, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent any regulatory bodyor self-regulatory organization, or as necessary to carry out its duties pursuant to this Agreement.

Confidentiality. 14.1 During Except as expressly provided elsewhere in this Agreement, each Party will maintain the Term terms of this Agreement in confidence and after termination shall not publicize or expiration of disclose those terms in any manner whatsoever. Notwithstanding the foregoing, this Agreement for may be confidentially disclosed to Affiliates of a Party and to Related Parties of a Party and of any reason whatsoever, the Receiving Party shallAffiliate of a Party. This Agreement may also be disclosed as follows: (ia) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2other Party; (iiib) not use to any governmental body having jurisdiction and specifically requiring such disclosure; (c) in response to a valid subpoena or as otherwise may be required by law; provided however, that the Confidential Information Party subject to such subpoena shall give notice thereof to the other Party and the other Party shall have the right to take steps at such other Party’s own expense to prevent such disclosure, and further provided that the Party subject to such subpoena shall exercise its best efforts to produce this Agreement subject to a protective order under an “Outside Attorneys Eyes Only” or higher confidentiality designation; (d) for any purpose other than the purposes of disclosure in connection with the performance Securities and Exchange Act of its obligations 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under this Agreement; andapplicable laws or regulations; (ive) Comply to a Party’s accountants, legal counsel, tax advisors and other financial and legal advisors, subject to obligations of confidentiality and/or privilege at all times with the PDPA.least as stringent as those contained herein; 14.2 During the Term of this Agreement (f) to Defendant’s customers and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') other Third Parties and their legal advisors solely to the extent reasonably necessary for to assure them that, to the purposes of extent provided in this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware , their activities with respect to any of the Licensed Activities and complies Products will not expose them to the threat of litigation or any costs and fees arising therefrom; or (g) with all the Receiving Party's obligations of confidentiality under this Agreement at least as if the Recipient were stringent as those contained herein, to a party to this Agreement. 14.4 The obligations contained counterparty in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance connection with a relevant statutory obligationproposed merger, an order of a court of competent jurisdiction acquisition, financing or an order of a competent regulatory bodysimilar transaction.

Confidentiality. 14.1 During 7.1 Each party shall keep confidential any information disclosed to it by the Term of other party in connection with this Agreement Agreement, whether directly or indirectly and after termination by any means (“Confidential Information”). This includes all information so disclosed comprising or expiration of this Agreement for any reason whatsoeverrelating to the Outputs, Deliverables, Subscriber Data, the Receiving Party shallbusiness affairs, operations and processes of either party or those of its clients or customers and any information that is marked as being confidential or which, from its nature, content or the circumstances in which it is provided, might reasonably be supposed to be confidential. Neither party shall disclose the other’s Confidential Information to anyone else except to: (ia) keep the recipient of Confidential Information’s employees who need such Confidential Information confidential; (ii) not disclose in order to enable the Confidential Information party concerned to carry out any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; andAgreement or who are expressly permitted to have access to such Confidential Information hereunder; (ivb) Comply at all times the recipient of Confidential Information’s auditors or lawyers; or (c) any temporary staff, contractors or consultants working for the recipient of Confidential Information with the PDPA. 14.2 During the Term a need to know: provided that disclosure of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information is necessary in order to its employees and/or enable the person to whom it is disclosed to carry out the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of work concerned; or otherwise in accordance with this Agreement. 14.3 The Receiving Party . Each party shall procure be responsible for ensuring that each Recipient any person to whom Confidential Information is made aware of and disclosed by them complies with all the Receiving Party's obligations of confidentiality under substantially similar to those in this Agreement as if the Recipient were a party to this AgreementClause 7.1. 14.4 7.2 The obligations contained of confidentiality set out in Clause 13.1 shall 7.1 do not apply to any confidential Information whichinformation that is: (ia) is in generally available to the public domain at the date public, unless this availability results from a breach of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (iib) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into already in the possession of the Receiving Party from a party receiving the information or which it obtains or originates independently in circumstances in which that party is free to disclose it to others; (c) available to any counterparty or payment agent permissioned via the Services by Subscriber to access, view, or download information provided by Subscriber; (d) made available to any third partyparty vendor under confidentiality agreements for the purpose of improving or disseminating the Services; (e) trivial or obvious; or (ivf) Is required to be disclosed by any court, tribunal or regulatory authority that is entitled by law to order its disclosure, save that in such instance the Receiving Party pursuant party whose Confidential Information is so required shall, to the extent permissible by law, be afforded the opportunity to make representations to such body in relation to such disclosure for the purpose of minimising the extent and in accordance with a relevant statutory obligation, an order effect of a court of competent jurisdiction or an order of a competent regulatory bodysuch disclosure.

Confidentiality. 14.1 During the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (a) Unless (i) keep the Confidential Information confidential; otherwise expressly provided in this Agreement, (ii) not disclose required by applicable Law or any listing agreement with, or the Confidential Information to rules and regulations of, the AMEX or any person save and except with other applicable securities exchange or the prior written consent of the Disclosing Party or in accordance with Clause 13.2; NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to in writing by Parent and the Company, all information (whether oral or written) and documents furnished in connection herewith together with analyses, compilations, studies or other documents prepared by such party which contain or otherwise reflect such information shall be kept strictly confidential by the Company, Parent, Purchaser and their respective officers, directors, employees and agents. Prior to any disclosure permitted pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. In the event the transactions contemplated by this Agreement are not use consummated, each party shall return to the Confidential Information for other any purpose documents furnished by the other than and all copies thereof that any of them may have made and will hold in confidence any information obtained from the other party except to the extent (a) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the performance pursuit or defense of a claim, (b) such information was known by such party prior to such disclosure (and PROVIDED that, except with respect to information referred to in the following clause (c), such party shall have advised the other party of such knowledge upon or promptly after its obligations under receipt of such information) or was thereafter developed or obtained by such party independent of such disclosure or (c) such information is or becomes generally available to the public other than by breach of this Agreement; andSECTION 8.1 (or, to such party's knowledge, breach of a confidentiality agreement with the other party). Prior to any disclosure of information pursuant to the exception in clause (a) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that such party may seek a protective order or other appropriate remedy should it choose to do so. (ivb) Comply at all times The Parent and the Company further acknowledge that certain of the business and activities of each of them is competitive with business and activities of the PDPA. 14.2 During other party, and each of them therefore agrees that it will not use, or seek to obtain any competitive or other business advantage as a result of, the Term information or documents so received by it in connection herewith, such party acknowledging that such use would be unfair and materially detrimental to the other party, PROVIDED that the provisions of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient''SECTION 8.1(b) to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: information referred to in clause (ic) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (iiSECTION 8.1(a) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyhereof.

Confidentiality. 14.1 During (a) After the Term Closing Date, each of this Agreement the parties shall hold, and after termination shall use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents, as applicable, to hold, in confidence, unless compelled to disclose by judicial or expiration administrative process or by other requirements of this Agreement for any reason whatsoeverApplicable Law, all Confidential Information concerning each of the Receiving Party shall:parties, and, (b) After the Closing Date, each of the Sellers shall hold in confidence, unless required to disclose by judicial or administrative process or by other requirements of Applicable Law, all Confidential Information regarding the Company, except to the extent that such Confidential Information can be shown to have been (i) keep the Confidential Information confidential; previously known on a non-confidential basis by one or more Sellers; (ii) not in the public domain through no fault of Sellers or any other Person other than Purchaser; (iii) independently developed by one or more Sellers without reliance on such Confidential Information; or (iv) received from a third party without breach of any duty of confidentiality by such third party; provided, that Parent, Sellers and the Company may disclose such Confidential Information to the Company’s officers, managers, employees, accountants, counsel, consultants, advisors and agents, as applicable, in connection with (i) the transactions contemplated by this Agreement so long as such Persons are informed by Parent, Sellers or the Company of the confidential nature of such Confidential Information and are directed by Parent, Sellers or the Company to treat such Confidential Information with due care in order to maintain such confidentially. (c) In the event any party is required by judicial or administrative process or by other requirements of Applicable Law to disclose the Confidential Information Information, such party shall, before making such disclosure, give prompt notice thereof to any person save and except with the prior written consent each of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; parties and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for practicable, provide such reasonable cooperation and assistance as each of the purposes other parties may reasonably request (at such party’s expense) to obtain an appropriate protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, such party shall furnish only that portion of this Agreementthe Confidential Information which it is advised by counsel is legally required to be furnished. 14.3 (d) The Receiving Party obligation of each party to hold the Confidential Information shall procure that each Recipient is made aware be satisfied if it exercises the same care with respect to such Confidential Information as it would take to preserve the confidentiality of and complies with all the Receiving Party's its own similar information, but in no event less than a reasonable degree of care. (e) The obligations of confidentiality each party under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Section 5.1 shall not apply to any confidential Information which: (i) is in the public domain at continue indefinitely following the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyConfidential Information.

Confidentiality. 14.1 During (a) In connection with Agent's appointment hereunder, each party shall obtain confidential information related to the Term other party or its stockholders that is not available to the general public ("Confidential Information"), which Confidential Information shall include the terms and conditions of this Agreement and after termination the exhibits attached hereto. Each party agrees that the Confidential Information shall be held and treated by it, its directors, officers, employees, affiliates, agents and subcontractors (collectively, "Representatives") in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or expiration of this Agreement governmental authority. Confidential Information shall be used by each party and its Representatives only for any reason whatsoever, the Receiving Party shall: purposes for which provided and shall be disclosed by such party only to those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information that (i) keep is now or subsequently becomes generally available to the Confidential Information confidential; public through no fault or breach on the part of the receiving party; (ii) not disclose the Confidential Information receiving party had rightfully in its possession prior to any person save and except with disclosure to it by the prior written consent of the Disclosing Party or in accordance with Clause 13.2; disclosing party; (iii) not is independently developed by the receiving party without the use of or reference to any Confidential Information; or (iv) the Confidential Information for any purpose receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who has the right to transfer or disclose it. (b) In connection with the provision of services under this Agreement, Client may direct Agent to release information, including non-public personal information ("NPPI"), as defined in Title V of the Gramm Leach Bliley Act and the regulaxxxxx xxxxxx thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to Client's agents or other third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, Client consents to the release of information, including NPPI, (i) to any of Agent's Representatives in connection with the performance services provided hereunder and (ii) as required by law, regulation, subpoena or governmental authority. Agent shall not be liable for the release of information in accordance with the foregoing provisions. (c) Agent acknowledges and agrees that in connection with its obligations services under this AgreementAgreement it receives non-public confidential portfolio holdings information ("Portfolio Information") with respect to the Client. Agent agrees that to keep confidential the Client's Portfolio Information and will not disclose the Client's Portfolio Information other than pursuant to a written instruction; and (iv) Comply at all times provided that without the need for such a written instruction and notwithstanding any other provision of this Section 13 to the contrary, the Client's Portfolio Information may be disclosed to third party pricing services which are engaged by Agent in connection with the PDPA. 14.2 During the Term provision of services under this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information which shall be subject to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations a duty of confidentiality under this Agreement as if the Recipient were a party with respect to this Agreementsuch Portfolio Information. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory body.

Confidentiality. 14.1 During (a) Purchaser acknowledges that the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information information being provided to any person save and except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than it in connection with the performance transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the obligations under the Confidentiality Agreement shall terminate except with respect to provisions regarding disclosure and use of confidential information not related to the Business. (b) Subsequent to the Closing, each Seller, on the one hand, and Purchaser, on the other hand, shall (and shall cause its respective Subsidiaries to) hold, and shall use commercially reasonable efforts to cause its respective representatives to hold, in strict confidence from any Person (other than any such representative) all non-public documents and information concerning the other party or any of its obligations under this Agreement; and (iv) Comply at all times Subsidiaries furnished to it by the other party or such other party’s Subsidiaries or representatives, or to which such party otherwise has obtained access, in connection with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by or the PDPAtransactions contemplated hereby (“Confidential Information”), the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') except to the extent reasonably necessary for that such documents or information can be shown to have been (A) previously known by the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of party receiving such documents or information (excluding, with respect to Sellers and complies with all their Subsidiaries, information relating to the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: Business), (iB) is in the public domain at (either prior to or after the date furnishing of such documents or information hereunder) through no fault of such receiving party or (C) later lawfully acquired by the receiving party from another source if the receiving party does not have actual knowledge that such source is under an obligation to another party hereto to keep such documents and information confidential; provided, however, that the foregoing restrictions will not apply to the Purchaser’s and its Subsidiaries’ use of documents and information concerning the Business. In the event that a Seller (or any of its Subsidiaries), on the one hand, or Purchaser (or any of its Subsidiaries), on the other hand, is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information of the other, such party shall (x) provide the other party with prompt written notice so that such other party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this AgreementSection 8.5(b) and (y) cooperate with such other party in any effort such other party undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or such other party waives compliance with the provisions of this Section 8.5(b), or at any time such party shall disclose to the Person compelling disclosure only that portion of the Confidential Information that such party is advised by its counsel is legally required and shall use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Confidential Information so disclosed (to the extent available). For the avoidance of doubt, from and after the date Closing, Confidential Information includes all non-public documents and information regarding the Business, and Sellers and their Subsidiaries and representatives shall be treated as the receiving party thereof. (c) Notwithstanding anything contained in this Section 8.5 to the contrary, Purchaser shall have the right, upon receiving Parent’s prior written consent, which shall not be unreasonably withheld, to disclose any or all of the Confidential Information received from Sellers to a party with whom Purchaser desires to discuss the possibility of acquiring some portion of the Business (the “Prospective Acquirers”); provided, however, that such Prospective Acquirer first enters into a confidentiality agreement with Parent and Purchaser at least as protective of the Confidential Information as this Agreement comes into Section 8.5. In addition to the public domain other than through breach foregoing, Sellers shall, and shall cause each Purchased Company and any of this Agreement by their Subsidiaries and their respective officers, employees, agents, representatives, accountants, counsel, consultants and advisors, to reasonably cooperate with Purchaser in connection with Purchaser’s efforts to sell certain assets of the Receiving Party Business or any Recipient; Purchased Company to a Prospective Acquirer; provided that (i) such Prospective Acquirer has entered into a confidentiality agreement as set forth in the immediately preceding sentence, (ii) is known by Purchaser and Parent have obtained or waived all of the Receiving Party prior to disclosure by the Disclosing Party Consents set forth on Schedule 10.2(h) relating to the Receiving Party; assets of the Business or the Purchased Company that such Prospective Acquirer is interested in purchasing and (iii) is subsequently becomes lawfully into Purchaser shall bear all costs associated with any activities undertaken by any such agents, representatives, accountants, counsel, consultants and advisors in cooperating with Purchaser’s requests. Notwithstanding the possession of foregoing, any transaction with any Prospective Acquirer shall not interfere or otherwise delay the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyClosing.

Confidentiality. 14.1 During (a) Each party agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Term of this Agreement Confidential Information only in connection with the Transaction Agreements and after termination or expiration of this Agreement not for any reason whatsoeverother purpose. (b) Each party further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, the Receiving Party shallexcept that Confidential Information may be disclosed: (i) keep to such party’s Representatives in the Confidential Information confidential;normal course of the performance of their duties or to any financial institution providing credit to such party, (ii) not disclose to the Confidential Information extent required by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a party is subject; provided that, such party shall give the other parties prompt notice of such request(s), to the extent practicable, so that such other parties may seek an appropriate protective order or similar relief (and the party shall cooperate with such efforts by such other parties, and shall in any person save and except with event make only the prior written consent of the Disclosing Party or in accordance with Clause 13.2;minimum disclosure required by such Law)), (iii) not to the extent disclosure thereof is or will be made to the shareholders of Aradigm in the Aradigm Proxy Statement, (iv) to any Governmental Authority in order to obtain from such Governmental Authority any authorization required or contemplated by this Agreement or any of the other Transaction Agreements as long as such Governmental Authority is advised of the confidential nature of such information, or (v) as mutually agreed between the parties. (c) Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information for any purpose other than in connection with the performance assertion or defense of its obligations under this Agreement; andany claim by or against any party. (ivd) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the For purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under Section 7.04, “Confidential Information” means any information concerning this Agreement as if or the Recipient were a party to this Agreement. 14.4 The parties’ respective rights and obligations contained in Clause 13.1 shall hereunder; provided that, the term “Confidential Information” does not apply to any confidential Information which: include information that (i) is in or becomes generally available to the public domain at the date other than as a result of this Agreementa disclosure by a party or its partners, directors, officers, employees, agents, counsel, investment advisers or at any time after the date representatives (all such persons being collectively referred to as “Representatives”) in violation of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; of the Transaction Agreements, (ii) is known or was available to such party on a non-confidential basis (as demonstrated by the Receiving Party written records of such party) prior to its disclosure to such party by the Disclosing Party to the Receiving Party; other party or (iii) was or becomes available to such party on a non-confidential basis from a source other than the other party, which source is subsequently becomes lawfully into or was (at the possession time of receipt of the Receiving Party from relevant information) not, to the best of such party’s knowledge, bound by a third party; or confidentiality agreement with (ivor other confidentiality obligation to) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction other party or an order of a competent regulatory bodyanother Person.

Confidentiality. 14.1 During Each Party agrees that only after the Term announcement referenced in Section 8.1 above, each Party shall be entitled to disclose the general nature of this Agreement but that the terms and after termination or expiration conditions of this Agreement for any reason whatsoeverAgreement, to the Receiving Party shall: (i) keep the extent not already disclosed pursuant to Section 8.1 above, shall be treated as Confidential Information confidential; (ii) not and that neither Party will disclose the Confidential Information such terms or conditions to any person save and except with Third Party without the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPAParty, the Receiving provided, however, that each Party may disclose the Confidential Information terms and conditions of this Agreement: (a) as required by any court or other governmental body; (b) as otherwise required by law; (c) as otherwise may be required by applicable securities and other law and regulation, including to its employees and/or to the Financial Institution (hereinafter referred to legal and financial advisors in their capacity of advising a Party in such matters so long as the ''Recipient'') disclosing Party shall seek confidential treatment of such terms and conditions to the extent reasonably possible; (d) in confidence to legal counsel, accountants, and other professional advisors of the Parties; (e) in confidence, to banks, investors and other financing sources and their advisors; (f) during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating entities and so long as (A) the restrictions are embodied in a court-entered protective order limiting disclosure to outside counsel and (B) the disclosing Party informs the other Party in writing at least ten (10) business days in advance of the disclosure and discusses the nature and contents of the disclosure, in good faith, with the other Party; (g) in confidence, to a Third Party to whom either Party assigns one or more of its Patents, but solely to the extent necessary for to inform such Third Party of the purposes of this Agreement.encumbrances contained herein on such Patents; 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies (h) in confidence, in connection with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which:an actual or prospective merger or acquisition or similar transaction, (i) in confidence, by Rambus to [***]; or, (j) in confidence, in connection with a Party’s obligation(s) under any most favored nation, or similar clause, whereby such Party is in the public domain at the date contractually obligated to disclose and offer terms given to Third Parties. Upon execution of this Agreement, or at any time after the date thereafter, Rambus, in its discretion, shall be entitled to file a copy of this Agreement comes into with the public domain other than through breach United States Securities and Exchange Commission, so long as Rambus seeks confidential treatment of this Agreement by the Receiving Party or any Recipient; (ii) is known by the Receiving Party prior to disclosure by the Disclosing Party such agreement to the Receiving Party; (iii) is subsequently becomes lawfully into the possession of the Receiving Party from a third party; or (iv) Is disclosed by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction or an order of a competent regulatory bodyextent reasonably possible.

Confidentiality. 14.1 During (a) Subject to Section 7.15(c), during the Term and for a period of this Agreement three (3) years thereafter, each party shall, and after termination shall cause its and its Affiliates’ officers, directors, employees and agents to, keep confidential and not publish or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not otherwise disclose the Confidential Information to any person save third party, directly or indirectly, any information that is, and except with the prior written consent of the Disclosing Party disclosing party has marked as, or has otherwise designated in accordance with Clause 13.2; (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or writing to the Financial Institution receiving party as, “confidential trade secret,” “confidential commercial information” or “confidential financial information” (hereinafter referred to as the ''Recipient'') collectively, “Confidential Information”), except to the extent reasonably necessary for such disclosure is permitted by the purposes terms of this Agreement. 14.3 (b) The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's confidentiality obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 Section 7.15(a) shall not apply to any confidential Confidential Information which: that (i) is in or hereafter becomes part of the public domain at by public use, publication, general knowledge or the date like through no fault of the receiving party in breach of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; (ii) is known can be demonstrated by documentation or other competent proof to have been in the Receiving Party receiving party’s possession prior to disclosure by the Disclosing Party disclosing party without any obligation of confidentiality with respect to the Receiving Party; such information, (iii) is subsequently becomes lawfully into received by the possession of the Receiving Party receiving party from a third party; or party who is not bound by any obligation of confidentiality with respect to such information, (iv) Is disclosed has been published by a third party or otherwise enters the Receiving Party pursuant public domain through no fault of the receiving party, or (v) can be demonstrated by documentation or other competent evidence to and have been independently developed by or for the receiving party without reference to the disclosing party’s Confidential Information. (c) Each party shall have the right to disclose Confidential Information to the extent that such disclosure is (i) made in accordance with response to a relevant statutory obligation, an valid order of a court of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by applicable law; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order or an to obtain a protective order or confidential treatment order requiring that the Confidential Information that is the subject of a competent regulatory bodysuch order or other applicable law be held in confidence by such court or other third party recipient, unless the receiving party is not permitted to provide such notice under such order or applicable law, or (ii) made by the receiving party or any of its Affiliates to its or their attorneys, auditors, advisors, consultants, contractors or other third parties for use by such person or entity as may be necessary or useful in connection with the performance of the activities under this Agreement, provided that such third party is bound by confidentiality obligations at least as stringent as those set forth herein, either by written agreement or through professional responsibility standards. [Note: The following section is applicable to intergovernmental organizations or governmental entities only.]

Confidentiality. 14.1 During (a) Buyer and Seller hereby acknowledge and agree that all written or computer-readable information provided by one party to the Term other regarding the terms set forth in any of this Agreement the Program Documents or the Transactions contemplated hereby or thereby or regarding any other confidential or proprietary information of a party, including, without limitation, any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 14(a) (the “Confidential Terms”), will be kept confidential by such party, and after termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) will not disclose the Confidential Information be divulged to any person save and except with party without the prior written consent of such other party except to the Disclosing Party extent that (i) such information is disclosed to direct or in accordance indirect parent companies, Subsidiaries, Affiliates, directors, officers, members, managers, shareholders, legal counsel, auditors, accountants, employees or agents (the “Representatives”); provided that such Representatives are informed of the confidential nature of such information and the disclosing party is responsible for their breach of these confidentiality provisions; provided, further, that with Clause 13.2; (iii) not use the Confidential Information for respect to any purpose other than financial information of Seller provided to Buyer, including, without limitation, financial information provided pursuant to Section 14(a), such financial information is only disclosed to Representatives in connection with the ongoing administration or performance of its obligations under this Agreement; and the Program Documents, (ivii) Comply at all times with the PDPA. 14.2 During the Term disclosure of this Agreement and unless prohibited such information is required or requested by the PDPAlaw, the Receiving Party may disclose rule, regulation or order of any court, taxing authority, governmental agency or regulatory body, (iii) any of the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained Terms are in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through due to a breach of the provisions of this Agreement by the Receiving Party or Section 41, (iv) other than with respect to any Recipient; (ii) financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 14(a), which shall require Seller’s separate and prior written consent to disclose, disclosure is known by the Receiving Party prior made to disclosure by the Disclosing Party any approved hedge counterparty to the Receiving Party; extent necessary to obtain any hedging arrangement, (iiiv) other than with respect to any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 14(a), which shall require Seller’s separate and prior written consent to disclose, any such disclosure is subsequently becomes lawfully into made in connection with an offering of securities, (vi) other than with respect to any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 14(a), which shall require Seller’s separate and prior written consent to disclose, disclosures are made in any party’s financial statements or footnotes, (vii) such disclosures are made to lenders or prospective lenders to Seller, buyers or prospective buyers of Seller’s business, sellers or prospective sellers of businesses to Seller and its counsel, accountants, representatives and agents, (viii) such disclosure is pursuant to Section 38(c), (ix) such information is already in the possession of the Receiving Party receiving party or any of its Representatives prior to its being furnished to the receiving party or any of its Representatives pursuant hereto; provided, that the source of such information was not known by the receiving party or any of its Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation to the disclosing party or any other party with respect to such information, (x) such information is or becomes available to the receiving party or any of its Representatives on a non-confidential basis from a third source other than disclosing party; orprovided, that such source is not known by the receiving party or any of its Representatives to be in breach of a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to disclosing party or any other party with respect to such disclosure, or (xi) such disclosure is independently developed or conceived of by or on behalf of the receiving party or any of its Representatives without the use of any Confidential Terms. (ivb) Is disclosed Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that, except as provided above, no party may disclose the name of or identifying information with respect to Seller, Buyer, their Affiliates or any other Indemnified Party, or any pricing terms (including, without limitation, the Applicable Margin, Applicable Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of Transactions, without prior written consent of the other parties. (c) In the case of disclosure by the Receiving Party Seller or Buyer, other than pursuant to Section 41(a)(i), (iii), (vi), (vii), (ix), (x), or (xi), the disclosing party shall, to the extent practicable and permitted by law, rule, and regulation, provide the other parties with prompt written notice to permit the other party to seek a protective order or to take other appropriate action (at its sole expense). The disclosing party shall use commercially reasonable efforts to cooperate in accordance with the other party’s efforts to obtain a relevant statutory obligationprotective order or other reasonable assurance that confidential treatment will be accorded the Program Documents. If, an order in the absence of a court protective order, the disclosing party or any of competent jurisdiction its Representatives is, upon the advice of internal or an order external counsel, compelled to disclose any such information, the disclosing party may disclose, without liability hereunder, to the party compelling disclosure only the part of a competent regulatory bodythe Program Documents it is in the advice of internal or external counsel compelled to disclose. (d) Notwithstanding anything in this Agreement to the contrary, Buyer and Seller shall comply, in all material respects, with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Seller and Buyer shall notify the other parties promptly following discovery of any breach or compromise in any material respect of any applicable requirements of law with respect to the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of the other parties. Seller and Buyer shall provide such notice to the other parties by personal delivery, by facsimile with confirmation of receipt, by electronic delivery, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Confidentiality. 14.1 During Each Party shall hold, and shall use reasonable commercial efforts to cause their respective Affiliates, consultants and advisors to hold, in strict confidence all Information concerning the Term of this Agreement and after termination or expiration of this Agreement for any reason whatsoever, other furnished to it by the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information to any person save and except with the prior written consent of the Disclosing other Party or in accordance with Clause 13.2; Parties or their representatives pursuant to this Section 9.1 (iii) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') except to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential such Information which: (i) is in or becomes generally available to the public domain at the date of this Agreement, or at any time after the date of this Agreement comes into the public domain other than through breach as a result of this Agreement any action or inaction by the Receiving receiving Party or any Recipient; Parties, (ii) is known by was within the Receiving possession of the receiving Party or Parties prior to disclosure by the Disclosing Party it being furnished to the Receiving Party; receiving Party or Parties by or on behalf of the disclosing Party or Parties pursuant hereto, provided that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any person or entity with respect to such information, or (iii) is subsequently or becomes lawfully into available on a non-confidential basis to the possession receiving Party or Parties from a source other than the disclosing Party or Parties, provided that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any person or entity with respect to such information) and each of the Receiving Sellers shall hold, and shall use reasonable commercial efforts to cause their respective Affiliates, consultants and advisors to hold, in strict confidence all Information concerning the Business; no Party from shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors, unless compelled to disclose such Information by judicial or administrative process or by other requirements of law or so as not to violate the rules of any stock exchange; provided, however, that in the case of disclosure compelled by judicial or administrative process, the receiving Party or Parties shall (to the extent permitted by applicable law) notify the disclosing Party or Parties promptly of the request and the documents requested thereby so that the disclosing Party or Parties may seek an appropriate protective order or other appropriate remedy. If, in the absence of a third partyprotective order or other remedy or the receipt of a waiver hereunder, a Party is, in the written opinion of its counsel, compelled to disclose any Information to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, such Party may so disclose the Information without liability hereunder; or provided, however, that, such Party gives written notice to the other Party or Parties of the information to be disclosed (ivincluding copies of the relevant portions of the relevant documents) Is disclosed as far in advance of its disclosure as is practicable, uses all reasonable efforts to limit any such disclosure to the precise terms of such requirement and cooperates with the disclosing Party or Parties to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such information by the Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order of a court of competent jurisdiction tribunal or an order of a competent regulatory bodyother entity.

Confidentiality. 14.1 During the Term of this Agreement and after termination No non-public information received by or expiration of this Agreement for any reason whatsoever, the Receiving Party shall: (i) keep the Confidential Information confidential; (ii) not disclose the Confidential Information provided to any person save and except with Party (the prior written consent of the Disclosing Party or in accordance with Clause 13.2; (iii“Receiving Party”) not use the Confidential Information for any purpose other than in connection with the performance of its obligations under this Agreement; and (iv) Comply at all times with the PDPA. 14.2 During the Term of this Agreement and unless prohibited by the PDPA, the Receiving Party may disclose the Confidential Information whether prior to its employees and/or to the Financial Institution (hereinafter referred to as the ''Recipient'') to the extent reasonably necessary for the purposes of this Agreement. 14.3 The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient were a party to this Agreement. 14.4 The obligations contained in Clause 13.1 shall not apply to any confidential Information which: (i) is in the public domain at or following the date of this Agreement, including the information contemplated by Section 6.3(b) or any non-public information concerning the Company, Japan Post, J&A Alliance Trust, the Trustee, the Trustee Owner or their respective businesses, operations, plans and prospects, may be directly or indirectly (a) disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to, by the Receiving Party or (b) used by the Receiving Party for purposes not contemplated by this Agreement, in each case, without the disclosing Party’s prior written consent. Notwithstanding anything in this Section 8.6 to the contrary: (i) to the extent required by applicable Law or otherwise requested or required by any Governmental Authority, a Receiving Party may disclose such non-public information without the disclosing Party’s prior written consent; provided, that, to the extent permitted by applicable Law, such Receiving Party shall (A) give such other Party prompt prior written notice of such requirement and (B) reasonably cooperate with such other Party to seek a protective order or other appropriate remedies to obtain assurance that confidential treatment will be accorded such non-public information; and (ii) a Receiving Party may disclose such nonpublic information to its Affiliates (including the Japan Post Parties in the case of any Japan Post Party) and its and their directors, officers, employees, accountants, counsel, other advisors, financing providers and representatives (collectively, “Representatives”) to the extent any such Person needs to know such information in connection with the Receiving Party’s rights and obligations under this Agreement; provided, that (A) such Receiving Party shall inform any such Representatives of the confidentiality obligations contained in this Section 8.6, and (B) such Receiving Party shall be responsible for any breach of any such obligations by any such Representative. Except as required by applicable Law, the term “non-public information” as used in this Section 8.6 shall not include information that: (1) at the time of disclosure is, or thereafter becomes, generally available and known to the public other than as a result of, directly or indirectly, any time after the date violation of this Agreement comes into the public domain other than through breach of this Agreement Section 8.6 by the Receiving Party or any Recipient; of its Representatives; (ii2) is known by at the time of disclosure is, or thereafter becomes, available to the Receiving Party prior to disclosure by the Disclosing Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such non-public information to the Receiving Party by a legal, fiduciary or contractual obligation to the disclosing Party; ; (iii3) is subsequently becomes lawfully into was known by or in the possession of the Receiving Party from a third partyor its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the disclosing Party; or or (iv4) Is disclosed was or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing Party’s non-public information. The obligations of any Receiving Party pursuant to and in accordance with a relevant statutory obligation, an order under this Section 8.6 shall survive any termination of a court this Agreement until the third anniversary of competent jurisdiction or an order the date of a competent regulatory bodytermination.