Common use of Confidentiality Clause in Contracts

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise be required by applicable lawdesignated “Confidential.” For purposes of this Agreement all design, all information operating specifications, and metering data provided by the Parties to one another pursuant to this Agreement and Interconnection Customer shall be deemed Confidential Information regardless of whether it is clearly marked “Confidential” or otherwise identified with specificity in writing designated as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. such. 9.2 Confidential Information will dos not include information that is or becomes available to previously in the public through no breach of this Agreementdomain, information that was previously known required to be publicly submitted or divulged by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only Governmental Authorities (after notice to the other Party and affording after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements. 9.2.1 Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party an opportunity as it employs to obtain a protective order or other relief to prevent or limit disclosure of the protect its own Confidential Information. (b) The Parties may provide any 9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its rights under this provision to prevent the release of Confidential Information (i) without bond or proof of damages, and may seek other remedies available at law of in equity for breach of this provision. 9.3 Notwithstanding anything in this article to the Responsible Utility contrary, and pursuant to provisions 81 CFR § 1b.20, if FERC, during the course of this Agreement under which an investigation or otherwise, requests information from one of the Parties that is otherwise required to be provided maintained in confidence pursuant to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a needthe Party shall provide the requested information to FERC, within the time provided for in the request for information. In providing the information to FERC, the Party may, consistent with 18 CFR § 388.112, request that the information be treated as confidential and non-to-know basis, public by FERC and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Party to Owner’s Scheduling Coordinator, financial institutions, agents, lessors this Agreement prior to the release of the Unit and potential purchasers Confidential Information to FERC. The Party shall notify the other Party to this Agreement when it is notified by FERC that a request to release Confidential Information has been received by FERC, at which time either of interests the Parties may respond before such information would be made public, pursuant to 18 CFR § 388.112. Requests form a state regulatory body conducting a confidential investigation shall be treated in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in similar manner if consistent with the applicable form contained in Schedule N state rules and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5regulations. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 4.1 The Parties agree that they shall try to take all reasonable security measures to keep in confidence any confidential data and information (a) Except hereinafter referred to as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) , the providing party of such data and information shall clearly notify in writing that such data and information shall be treated as confidential the Confidential Information when providing them) known or accessed by them due to the signing and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes performance of this Agreement. Confidential Information will not include information that is or becomes available to Without the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality prior written consent of the Confidential Information in any litigationprovider, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to such Confidential Information shall not be affected disclosed, provided or transferred to any third party (including any merger of the receiving party of such Confidential Information with or into any third party, and any direct or indirect control thereof by any third party). Once this Agreement is terminated, Party A and Party B and Party B’s Subsidiaries shall return any documents, data or software containing any Confidential Information to the original owner or providing party of such Confidential Information or destroy them with the consent of the original owner or provider, including removing any Confidential Information from any related memory devices and shall not continue to use these Confidential Information. Party A and Party B and Party B’s Subsidiaries shall take any necessary measures to disclose any Confidential Information only to any staff members, agents or professional advisors of Party B and Party B’s Subsidiaries who need to know such Confidential Information and to cause such staff members, agents or professional advisors of Party B and Party B’s Subsidiaries to comply with any confidentiality obligations under this Agreement. Party A, Party B and Party B’s Subsidiaries and such staff members, agents or professional advisors of Party B and Party B’s Subsidiaries shall sign a specific non-disclosure agreement. 4.2 No restrictions mentioned above shall apply to: 4.2.1. any information that has become generally available to the public at the time of disclosure; 4.2.2. any information that has become generally available to the public after disclosure through no fault of the receiving party of Confidential Information; 4.2.3. any information that can be proved by the inadvertent disclosure receiving party of Confidential Information to have been in the possession of the receiving party before disclosure and not to be directly or indirectly received from the providing party of Confidential Information; and 4.2.4. any information required by either Partylaw to be disclosed by the receiving party of Confidential Information to the relevant government departments, stock exchange and other institutions, or any of the above Confidential Information disclosed by the receiving party of Confidential Information to its direct legal advisors and financial consultants due to its normal business needs. 4.3 The Parties hereto agree that, whether this Agreement is modified, canceled or terminated, these provisions hereof shall remain in force.

Confidentiality. (a) Except as may otherwise be required by applicable law, 17.2.1 The TSO shall safeguard the confidentiality of commercially sensitive information in compliance with the relevant regulations. 17.2.2 This Agreement and all information and data provided obtained hereunder by one Party from the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) other Party shall be treated as confidential. If, and only to the extent that, such disclosure is required for the proper performance of their operations or work in relation to this Agreement, such confidential and proprietary material information may be disclosed to employees, agents, contractors, consultants, the customers, sellers of the providing Natural Gas, Balancing Operator and other Network Users. In such case, such disclosing Party shall cause its employees, agents, contractors, consultants, customers, sellers of the Natural Gas and Other Network Users to treat the information in accordance with the provisions with regard to confidentiality. The Parties shall exercise due precaution to avoid improper disclosures of confidential information. For clarification, the Electronic Data Platforms of the TSO and the Balancing Operator will be kept not exchange information. 17.2.3 A Party shall not disclose confidential information to any third party without the prior written consent of the other Party unless such disclosure is reasonably required in connection with a bona fide assignment of an interest in this Agreement, the borrowing of funds, obtaining of insurance, sale of securities and/or in connection with required reporting and applications to relevant governmental agencies, including amongst others the XXXX. However, Parties may, without such consent, disclose confidential information obtained hereunder to their Affiliated Company(ies), provided that such disclosure is subject to the first paragraph of this Article 17.2. In such case, the disclosing Party shall ensure that its Affiliated Company shall execute written undertakings as to confidentiality. 17.2.4 This confidentiality obligation under this Article 17.2 shall not apply to information: (i) which is publicly available at the time it is made available to the receiving Party or subsequently becomes generally available to the public other than as a result of (improper) disclosure or other act or omission by the receiving Party or any of its employees, representatives, contractors, consultants, customers, sellers of Natural Gas and used solely for purposes of this Agreement. Confidential Information will not include information that is other Network Users, or becomes otherwise contrary to its confidentiality obligations; (ii) which was available (as can be demonstrated by its written records) to the public through no breach receiving Party, any of this Agreementits employees, representatives, contractors, consultants, customers, sellers of Natural Gas and other Network Users, prior to the supply of such confidential information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Informationother Party, and information that which is free of any restrictions as to its use for disclosure; or, (iii) which the relevant Party is required by law, regulation, court order or by the requirements of any regulatory or other authority to disclose. In case of such disclosure, the disclosing Party approves for release in writing. The receiving must immediately inform the other Party. 17.2.5 With the exception of Article 17.2.4, where disclosure is made to any third party, appropriate safeguards shall be made by the disclosing Party shall keep as a prerequisite to such disclosure to prevent said third party from making any further disclosure of such information confidential and shall limit without the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality written consent of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential InformationParties. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 6.1 Each Party acknowledges that Confidential Information of the other Party may be disclosed to it under the Agreement. Subject to the right of the Licensee to use the Licensed Data and Trade Marks in accordance with the Licence, each Party undertakes to hold all Confidential Information of the other Party or that of a Third Party Licensor in confidence and not, without the consent of the other, disclose it to any third party nor use it for any purpose other than in the performance of the Agreement. This obligation survives termination or expiry of the Agreement. 6.2 The Parties undertake to ensure that their Affiliates, employees, subcontractors and agents comply with this clause 6. 6.3 The obligations under clauses 6.1 and 6.2 do not apply to Confidential Information (excluding the Data and Trade Marks) which: (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material by the disclosing party, is already in the public domain through no fault by or on behalf of the providing Party receiving party (and will be kept confidential in the case of the Licensee, by or on behalf of the Licensee Personnel); (b) the disclosing party has confirmed to the other in writing is not confidential; (c) is already lawfully possessed by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that party without any restrictions on use or disclosure on use prior to receiving it from the disclosing party; (d) is or becomes available to the public through no breach of this Agreement, information that was previously known obtained subsequently by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives party from a third party who may disclose that information without breach any restriction on use or disclosure and such third party is in lawful possession of law or agreement, information that the receiving Party develops independently without using the Confidential Information, Information and information that the disclosing Party approves for release not in writing. The receiving Party shall keep such information confidential and shall limit the disclosure violation of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts obligation to maintain the confidentiality of the Confidential Information Information; (e) the Licensee has been granted an express right to disclose under the terms of the Licence; or (f) is required to be disclosed by legal or regulatory authorities. 6.4 All documents, materials and other items (including items in electronic form), and any litigationIntellectual Property Rights therein, shall promptly notify the providing Party of any attempt provided by a third party Party to obtain the other containing Confidential Information through legal process or otherwise. A of the first mentioned Party or third party beneficiary under Article 9 which has received shall remain the absolute property of such Party. 6.5 Each Party shall at all times maintain documents, materials and other items (including items in electronic form) containing Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to of the other Party and affording any copies thereof, in a secure fashion by taking reasonable measures to protect them from theft and unauthorised copying, disclosure and without prejudice to the foregoing shall exercise at least the same degree of care to safeguard and prevent unauthorised disclosure and/or use of the Confidential Information of the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure as it exercises in respect of the Confidential Informationits own confidential material of like importance. 6.6 Subject to clause 6.7 no public announcement, press release, communication or circular (b) The Parties may provide any Confidential Information (i) other than to the Responsible Utility pursuant to provisions extent required by law or regulation) concerning the content of this Agreement under will be made or sent by either Party without the prior written consent of the other. Such consent will not be unreasonably withheld. 6.7 Either Party may make or issue a public announcement, press release, communication or circular concerning the content of this Agreement to the extent required by law or any securities or investment exchange or competent regulatory or competent governmental body to which information that Party is to be provided to that Responsible Utility and as required for settlement and billing; (ii) subject or submits. 6.8 Without prejudice to any entity with audit other rights under Section 12.2 or review rights specified in other provisions remedies, the Parties acknowledge and agree that damages may not be an adequate remedy for any breach of this the Agreement, (iii) on a need-to-know basisthe Licence or this clause 6 and that either party shall be entitled to seek the remedies of injunction, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors specific performance and other equitable relief for any threatened or actual breach of the Unit Agreement, the Licence or this clause 6 and potential purchasers no proof of interests in a Unit; and, (iv) as required special damages shall be necessary for settlement and billing, to Scheduling Coordinators responsible for paying for services provided the enforcement of the rights under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. A. Each party acknowledges and understands that any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans or product development, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agents or representatives during the term of this Agreement (the “Proprietary Information”) is confidential and proprietary, constitutes trade secrets of the owner, and is of great value and importance to the success of the owner’s business. Each party agrees that should it come into possession of Proprietary Information, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) as may be necessary in the ordinary course of performing the services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information a party to this Agreement can clearly establish was (a) Except as may otherwise be required by applicable law, all information and data provided known to the party prior to this Agreement; (b) rightfully acquired by the Parties party from third parties whom the party reasonably believes are not under an obligation of confidentiality to one another the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon Proprietary Information. B. All information, including “nonpublic personal information” as that term is defined in Regulation S-P, relating to Participants is and shall remain the sole property of the Trust and the Recordkeeper and shall not be disclosed to or used by the Trust, the Recordkeeper, or their affiliates for any purpose except in the performance of their respective duties and responsibilities under this Agreement and except for servicing and informational mailings relating to the Funds or as permitted by Rule 15 of Regulation S-P. Notwithstanding the foregoing, this Section 7 B shall not prohibit the Recordkeeper, the Funds, or any of their affiliates from utilizing the names of Participants for any purpose if the names are obtained in any manner other than from Recordkeeper pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing Agreement. C. If applicable, Recordkeeper will deliver the Trust’s privacy policy as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential required by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. Regulation S-P. D. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties 7 shall use all reasonable efforts to maintain survive the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions termination of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. a) Each Party shall protect the confidentiality of the other Party’s Confidential Information in the same manner that it protects its own confidential information of a similar nature, but in no less than a reasonable manner. The Company shall only use the Client’s Confidential Information in connection with the performance of the Company’s obligations hereunder. The Client shall only use the Company’s Confidential Information in connection with the Client’s use and enjoyment of the Services. During the Term, the Receiving Party may: (ai) disclose Confidential Information received from the Disclosing Party only to its subcontractors, agents, representatives, advisors, employees, officers and directors and affiliates who have a need to know such information exclusively for the purpose of executing its obligations or exercising its rights under this Agreement, provided that in no event shall the Company disclose any Confidential Information to any such person unless such person is subject to a confidentiality agreement with the Company that prohibits such person from disclosing any Confidentiality Information to any person not a party to, or otherwise bound by the terms of, this Agreement; or (ii) reproduce the Confidential Information received from the Disclosing Party only as required to execute its obligations or exercise its rights under this Agreement. b) In the event that either Party is required under applicable law to disclose any of the other Party’s Confidential Information, the Party subject to such requirement shall promptly notify the other Party of such requirement so that the other Party may challenge such requirement or seek an appropriate protective order or other similar protection. Unless advised by legal counsel that such a course of action would expose the Party subject to such requirement to civil or criminal liability, the Party subject to such requirement shall fully cooperate with the other Party in connection with the foregoing; provided that the other Party shall reimburse the Party subject to such requirement for all reasonable out-of-pocket expenses incurred by it with respect to such cooperation. c) Except as may otherwise be required by applicable law, all information and data specifically provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, the Receiving Party shall not during the Term, and after expiration or earlier termination hereof: (i) disclose, in whole or in part, any Confidential Information received directly or indirectly from the Disclosing Party; or (ii) sell, rent, lease, transfer, encumber, pledge, reproduce, publish, transmit, translate, modify, reverse engineer, compile, disassemble or otherwise use such Confidential Information in whole or in part. d) The Receiving Party acknowledges that: (i) the Disclosing Party possesses and will continue to possess Confidential Information that has been created, discovered or developed by or on behalf of the Disclosing Party, or otherwise provided to the Disclosing Party by third parties, which information that was previously known has commercial value and is not in the public domain; (ii) unauthorized use or disclosure of Confidential Information is likely to cause injury not readily measurable in monetary damages, and therefore irreparable; (iii) in the event of an unauthorized use or disclosure of Confidential Information, the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction; (iv) subject to the receiving rights expressly granted to the Receiving Party without any obligation in this Agreement, the Disclosing Party and its licensors retain all right, title and interest in and to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, including without limiting the generality of the foregoing, title to all Confidential Information regardless of whether provided by or on behalf of the Disclosing Party or created by the Receiving Party; and information that (v) any disclosure by the disclosing Party approves for release in writing. The receiving directors, officers, employees, and agents of the Receiving Party shall keep such information confidential be deemed to be disclosure by the Receiving Party and the Receiving Party shall limit the disclosure of be liable for any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving disclosure as if the Receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of had disclosed the Confidential Information. e) All Confidential Information disclosed by the Disclosing Party shall be and shall remain the property of the Disclosing Party. Within five (b5) The Parties days after being so requested by the Disclosing Party, except to the extent the Receiving Party is advised in writing by counsel such destruction is prohibited by law, it shall return or destroy all documents thereof furnished to it by the Disclosing Party and it shall also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by it or its employees based upon, containing or otherwise reflecting any Confidential Information. Any destruction of materials shall be confirmed by the Receiving Party in writing; provided, however, that any party may provide retain (i) one copy of the Confidential Information that it deems necessary to comply with any obligations under all applicable laws, rules, regulations and (ii) any Confidential Information it believes cannot reasonably be destroyed (i) such as oral communications reflecting Confidential Information, firm electronic mail back-up records, back-up server tapes and any similar such automated record-keeping or other retention systems), which shall remain in perpetuity subject to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions confidentiality terms of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Any Confidential Information under this Section 12.5that is not returned or destroyed, the recipient including without limitation any oral Confidential Information shall execute a Confidentiality Agreement remain in the applicable form contained in Schedule N and thereby agree to be perpetuity subject to the non-disclosure and other confidentiality obligations contained set forth in this Section 12.5Agreement. (cf) The obligation Notwithstanding anything herein to provide confidential treatment the contrary, in this Article V or in Article XI, the Company shall have the right to Confidential Information shall not be affected mine, utilize, distribute, sell, share or market aggregated, amalgamated or compiled statistical information obtained or developed by the inadvertent disclosure Company in the performance of Confidential Information by either Partythe Services provided hereunder, so long as the Company does so in a manner that does not reveal or disclose any information which is identifiable with, or specific, traceable or attributable to, the Client or its investors. For purposes of clarification, the only specific information relating to or associated with the Client that the Company may disclose is the name of the Client and the Client’s assets under management.

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, , (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required 11.1 All Confidential Information disclosed by applicable law, all information and data provided by the Parties to one another pursuant to either Party under this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential maintained in confidence by the receiving Party and shall not be used solely for purposes of any purpose other than explicitly granted under this Agreement. Each Party agrees that it shall provide Confidential Information will not include information that is or becomes available received from the other Party only to its employees, consultants and advisors who need to know for the public through no breach performance of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions be responsible for any breach of this Section 12.5 Article by its employees, consultants and advisors. 11.2 In the event that any Confidentiality Agreement implementing Confidential Information, including but not limited to the source codes of the Game, Technical Information and financial information, is disclosed or divulged to any third party who is not authorized to have access to or obtain such Confidential Information under this Section 12.5. The Agreement, the Parties shall use all reasonable cooperate with each other and exert their best efforts to maintain the confidentiality protect or restore such Confidential Information from such unauthorized disclosure or divulgement. If such disclosure or divulgement of the Confidential Information was made due to the receiving Party’s gross negligence or bad faith, the receiving Party shall be responsible for all of the damages incurred by the disclosing Party, including but not limited to any attorneys’ fees incurred by the disclosing Party in order to protect its rights under this Article 11. 11.3 The confidential obligation shall not apply, in the event that it can be shown by competent documents that the Confidential Information; (a) becomes published or generally known to the public before or after the execution of this Agreement without any litigation, shall promptly notify breach of this Agreement by any Party; (b) was known by the providing receiving Party prior to the date of any attempt disclosure to the receiving Party; (c) either before or after the date of disclosure is lawfully disclosed to the receiving Party by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary who is not under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice any confidentiality obligation to the other disclosing Party and affording for such information; (d) is independently developed by or for the other receiving Party an opportunity without reference to obtain a protective order or other relief to prevent or limit disclosure of reliance upon the Confidential Information.; or (be) The Parties may is required to be disclosed by the receiving Party in accordance with the applicable laws and orders from the government or court; provided that, in this case, the receiving Party shall provide any Confidential Information (i) prior written notice of such disclosure to the Responsible Utility pursuant providing Party and takes reasonable and lawful actions to provisions avoid and/or minimize the degree of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5such disclosure. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as Section 3.1 Each Party acknowledges that in connection with its performance under this Agreement, it may gain access to confidential material and information that is proprietary to the other Party. Unless otherwise be required by applicable law, all each Party agrees: (a) to hold such material and information in strict confidence and data provided by the Parties to one another pursuant to not make use thereof other than for performance under or enforcement of this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material operation of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available Party’s business; (b) to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, reveal such material and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential only to those employees, advisors and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using contractors requiring such information in connection with the performance of the Services or the operation of the receiving Party’s business only after such employees, advisors or contractors agree to be bound by this Agreement. The confidentiality provision; and (c) not to reveal such material and information to any third person, except as necessary in connection with the performance or evaluation of the Services or the operation of the receiving Party’s business, and then only to the extent that such persons agree to be bound by the confidentiality obligations set forth herein. Section 3.2 Notwithstanding the provisions of Section 3.1, a Party may disclose confidential information it has received from the other Party where required in any legal proceedings or by any governmental authority having jurisdiction, but in such event, the receiving Party shall assure will provide the disclosing Party with prompt prior notice so that personnel within its organization read and comply the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5Agreement. The Parties shall use all reasonable efforts In the event that the disclosing Party is unable to maintain obtain such protective order or other appropriate remedy, the confidentiality receiving Party will furnish only that portion of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt confidential information which it is advised by a third party written opinion of its counsel is legally required, and will give the disclosing Party written notice of the information to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information be disclosed as far in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party advance as practicable, and affording the other Party an opportunity will exercise its best efforts to obtain a protective order or other relief to prevent or limit disclosure of reliable assurance that confidential treatment will be accorded the Confidential Informationconfidential information so disclosed. Section 3.3 This confidentiality provision shall survive for a period of two (b2) The Parties may provide any Confidential Information (i) to years following the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 expiration or review rights specified in other provisions termination of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise be required by applicable lawdesignated "Confidential." For purposes of this Agreement all design, all information operating specifications, and metering data provided by the Parties to one another pursuant to this Agreement and Interconnection Customer shall be deemed Confidential Information regardless of whether it is clearly marked “Confidential” or otherwise identified with specificity in writing designated as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. such. 9.2 Confidential Information will does not include information that is or becomes available to previously in the public through no breach of this Agreementdomain, information that was previously known required to be publicly submitted or divulged by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only Governmental Authorities (after notice to the other Party and affording after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without the prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements. 9.2.1 Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party as it employs to protect its own Confidential Information. 9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its rights under this provision to prevent the release of Confidential Information without bond or proof of damages, and may seek other remedies available at law or in equity for breach of this provision. 9.3 Notwithstanding anything in this article to the contrary, and pursuant to 18 CFR § 1b.20, if FERC, during the course of an opportunity investigation or otherwise, requests information from one of the Parties that is otherwise required to obtain be maintained in confidence pursuant to this Agreement, the Party shall provide the requested information to FERC, within the time provided for in the request for information. In providing the information to FERC, the Party may, consistent with 18 CFR § 388.112, request that the information be treated as confidential and non-public by FERC and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Party to this Agreement prior to the release of the Confidential Information to FERC. The Party shall notify the other Party to this Agreement when it is notified by FERC that a request to release Confidential Information has been received by FERC, at which time either of the Parties may respond before such information would be made public, pursuant to 18 CFR § 388.112. 9.4 If a court or a Government Authority or entity with the right, power, and apparent authority to do so requests or requires either Party, by subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or otherwise, to disclose Confidential Information, that Party shall provide the other Party with prompt notice of such request(s) or requirement(s) so that the other Party may seek an appropriate protective order or waive compliance with the terms of this SGIA. Notwithstanding the absence of a protective order or other relief waiver, the Party may disclose such Confidential Information which, in the opinion of its counsel, the Party is legally compelled to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide disclose. Each Party will use Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5so furnished. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, Each party expressly undertakes to protect and to preserve the confidentiality of all information and data provided know-how made available under or in connection with this Contract, or the parties’ activities hereunder that is either designated as being confidential, or which, by the Parties to one another pursuant to this Agreement and marked “Confidential” nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or otherwise identified with specificity in writing as confidential at (the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material ). The Sub-Adviser understands that the holdings, performance or any other information regarding the Advisory Account is the property of the providing Party Fund and will may be kept confidential used by the receiving Party and used solely for purposes of this AgreementFund or by RIM as its agent in their discretion, including with respect to RIM’s investment advisory services to the Fund. XXX agrees to treat the Model Portfolio delivered to it by the Sub-Adviser as Confidential Information and agrees not to disclose or redistribute the Model Portfolio without the Sub-Adviser’s prior written consent to such disclosure or redistribution. The Sub-Adviser understands and agrees that the confidentiality obligations contained in this Section 12 will not include information that is in no way limit or becomes available restrict RIM’s or the Fund’s ability to distribute or disclose the holdings of the Advisory Account or any purchases, sales or other transactions with respect to the public through no breach Advisory Account. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of this Agreementcare, information to keep confidential the Confidential Information. Neither party shall disclose Confidential Information except: (a) to its employees, consultants, legal advisors or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that was previously known by prior to such disclosure the receiving Party party shall provide the disclosing party with at least 15 days prior written notice (or, if 15 days prior written notice is not possible given the terms of the order, with prompt verbal notice followed by next day written notice), shall seek, or permit the disclosing party to seek, a protective order or equivalent to the extent one does not already apply, and shall comply with the terms of any such protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without any obligation prior notice to hold it in confidencethe disclosing party, information provided that the receiving Party receives party shall obtain a confidentiality undertaking from a third party who may disclose the regulatory agency where possible; provided further that information without breach of law or agreementwith respect to (b) and (c), information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party party shall keep such information confidential and shall limit the disclosure of any only disclose such Confidential Information as is minimally required to only those personnel within its organization with responsibility for using such information respond to the order or inquiry, based upon the advice of counsel. Neither party will make use of any Confidential Information except as expressly authorized in connection with this AgreementContract or as agreed to in writing between the parties. The However, the receiving Party party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts have no obligation to maintain the confidentiality of information that: (a) it received rightfully from another party prior to its receipt from the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. disclosing party; (b) The Parties may provide the disclosing party discloses generally without any Confidential Information (i) to the Responsible Utility pursuant to provisions obligation of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingconfidentiality; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The is or subsequently becomes publicly available without the receiving party’s breach of any obligation to provide confidential treatment to Confidential Information shall not be affected owed the disclosing party; or (d) is independently developed by the inadvertent disclosure receiving party without reliance upon or use of any Confidential Information by either PartyInformation. Each party’s obligations under this clause shall survive for a period of three (3) years following the expiration or termination of this Contract. Notwithstanding anything herein to the contrary, each party to this Contract may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated hereby.

Confidentiality. (a) Except as may otherwise 18.1 The Parties agree that Confidential Information shall be required by applicable law, all information and data provided by used solely for the Parties to one another pursuant to purpose for which it was furnished in connection with the performance of this Agreement and marked “Confidential” or otherwise identified with specificity in writing as that they shall each hold confidential at the time of disclosure (“all Confidential Information”) shall be treated as confidential I nformation and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available disclose it to the public through no breach of this Agreementany third-parties, information that was previously known by the receiving Party without any obligation to hold it in confidence, information except that the receiving Party receives from a third party who Parties may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using their affiliates, to their auditors and legal advisors and to such information Customer Representatives who need access to Confidential Information to perform their duties in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with At the provisions expiration of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The the Term, the Parties shall use all reasonable efforts to maintain the confidentiality of the return any Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order disclosing party or other relief to prevent or limit disclosure of the destroy such Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent 18.2 Any disclosure of Confidential Information permitted by either Section 18.1 shall only be to the extent that any person who Confidential Information is provided to needs to know the same for the performance of their duties, and shall only be under the condition that such person acknowledges and agrees to be bound by, the confidentiality obligation under this Section. 18.3 The restrictions set out in Sections 18.1 and 18.2 above shall not apply to Confidential Information that: 18.3.1 was previously known to the receiving Party, independent from any disclosure under or in connection with this Agreement and free from any obligation to keep confidential; 18.3.2 is or becomes generally available to the public other than as a (direct or indirect) result of any unauthorised disclosure by the receiving Party or its representatives; 18.3.3 is shown to have been independently developed by the receiving Party; 18.3.4 the Parties agree in writing need not be kept confidential; 18.3.5 is required to be disclosed by law or regulation or by an order of any Governmental Authority. In the case of Section 18.3.5, the receiving Party shall, to the extent legally and practically possible, inform the disclosing Party of the information to be disclosed and the timing and circumstances of such disclosure, providing the disclosing Party with an opportunity to avoid and limit any such disclosure.

Confidentiality. The Contractor agrees to protect the confidentiality of the Commonwealth’s confidential information. The Commonwealth agrees to protect the confidentiality of Contractor’s confidential information. In order for information to be deemed confidential, the party claiming confidentiality must designate the information as “confidential” in such a way as to give notice to the other party (a) Except as notice may otherwise be required communicated by applicable lawdescribing the information, all and the specifications around its use or disclosure, in the SOW). Neither party may assert that information and data provided owned by the Parties other party is such party’s confidential information. The parties agree that such confidential information shall not be copied, in whole or in part, or used or disclosed except when essential for authorized activities under this Contract and, in the case of disclosure, where the recipient of the confidential information has agreed to be bound by confidentiality requirements no less restrictive than those set forth herein. Each copy of such confidential information shall be marked by the party making the copy with any notices appearing in the original. Upon termination or cancellation of this Contract or any license granted hereunder, the receiving party will return to the disclosing party all copies of the confidential information in the receiving party’s possession, other than one another copy, which may be maintained for archival purposes only. Both parties agree that a material breach of these requirements may, after failure to cure within the time frame specified in this Contract, and at the discretion of the non-breaching party, result in termination for default pursuant to Section 23.c (DEFAULT), in addition to other remedies available to the non-breaching party. Insofar as information is not otherwise protected by law or regulation, the obligations stated in this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential Section do not apply to information: a. Already known to the recipient at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential disclosure; b. Independently generated by the receiving Party recipient and used solely for purposes of this Agreement. Confidential Information will not include derived from the information that is supplied by the disclosing party; c. Known or becomes available to the public through no breach public, except where such knowledge or availability is the result of this Agreement, information that was previously known unauthorized disclosure by the receiving Party recipient of the proprietary information; d. Disclosed to the recipient without any obligation to hold it in confidence, information that the receiving Party receives from a similar restriction by a third party who may disclose that information without breach of law has the right to make such disclosure; or e. Required to be disclosed by the recipient by law, regulation, court order, or agreement, information that other legal process. There shall be no restriction with respect to the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the use or disclosure of any such Confidential Information to only those personnel within its organization ideas, concepts, know- how, or data processing techniques developed alone or jointly with responsibility for using such information the Commonwealth in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice services provided to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided Commonwealth under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Contract. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each party shall: treat the other party's Confidential Information as confidential [and safeguard it accordingly]; and not disclose the other party's Confidential Information to any other person without the owner's prior written consent. Clause 8.1 shall not apply to the extent that: such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to clause 7 (a) Except as may otherwise be required by applicable law, all Freedom of Information); such information and data provided was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in writing as confidential the public domain at the time of disclosure (“otherwise than by a breach of this Agreement; or it is independently developed without access to the other party's Confidential Information”) shall be treated as confidential and proprietary material . The Contractor may only disclose the Authority's Confidential Information to the Contractor Personnel who are directly involved in the provision of the providing Party Services and will be kept confidential by who need to know the receiving Party information, and used solely shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality. The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of the Authority's Confidential Information received otherwise than for the purposes of this Agreement. [At the written request of the Authority, the Contractor shall procure that those members of the Contractor Personnel identified in the Authority's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Agreement.] Nothing in this Agreement shall prevent the Authority from disclosing the Contractor's Confidential Information: to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information will not include information that is shall be entitled to further disclose the Confidential Information to other Crown Bodies or becomes available to other Contracting Authorities on the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information basis that the receiving Party receives from information is confidential and is not to be disclosed to a third party who may disclose that information without breach which is not part of law any Crown Body or agreementany Contracting Authority; to any consultant, information that contractor or other person engaged by the receiving Party develops independently without using Authority or any person conducting an Office of Government Commerce gateway review; for the Confidential Informationpurpose of the examination and certification of the Authority's accounts; or for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and information that effectiveness with which the disclosing Party approves for release in writingAuthority has used its resources. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties Authority shall use all reasonable efforts endeavours to maintain ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the confidentiality Contractor's Confidential Information is disclosed pursuant to clause 8.6 is made aware of the Confidential Information Authority's obligations of confidentiality. Nothing in this clause 8 shall prevent either party from using any litigationtechniques, shall promptly notify ideas or know-how gained during the providing Party performance of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information Agreement in litigation or regulatory proceedings related to this Agreement but only after notice the course of its normal business to the other Party and affording the other Party an opportunity to obtain extent that this use does not result in a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any other party's Confidential Information (i) to the Responsible Utility pursuant to provisions or an infringement of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5intellectual property rights. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law6.1. This Agreement, its existence and all information and data provided by exchanged between the Parties (which term for the sake of clarity, in relation to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of Purchaser, for the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not Clause 6 (Confidentiality), wherever applicable, shall include information that the trustee and investment manager of the Purchaser) under this Agreement or during the negotiations preceding this Agreement is or becomes available confidential to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential them and shall limit not be disclosed to any third Person by any of the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5Parties. The Parties shall hold in strictest confidence, not use or disclose to any third Person, and take all reasonable efforts necessary precautions to maintain the confidentiality secure any confidential information of the Confidential Information other Parties. Disclosure of such information shall be restricted, on a need to know basis, solely to employees, agents, consultants and representatives of a Party, who have been advised of their obligation with respect to such confidential information. The Parties shall not issue any press release or organize a press meet or make any public announcement or disclosure in India or elsewhere in relation to this Agreement, or the relationship between the Parties without taking prior written consent of the other Party, and all such press releases / public announcements in India shall be jointly issued by the Parties. The obligations of confidentiality do not extend to information which: 6.1.1. is disclosed with the prior written consent of the Party who supplied the information; 6.1.2. is, as on the date of disclosure, lawfully in the possession of the recipient of the information through sources other than the Party who supplied the information except where the Party knows that the source has this information as a result of a breach of a confidentiality obligation; 6.1.3. is required to be disclosed pursuant to Law or in connection with any litigation, shall promptly notify the providing Party of necessary intimation to any attempt by a third party Governmental Authority; 6.1.4. is required to obtain the Confidential Information through legal be disclosed pursuant to judicial or regulatory process or otherwise. A Party in connection with any judicial process regarding any legal action, suit or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation proceeding arising out of or regulatory proceedings related relating to this Agreement but only Agreement, after giving prior notice to the other Party; or 6.1.5. is publicly available, other than as a result of breach of confidentiality by the Party and affording receiving the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationinformation. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement6.2. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations Nothing contained in this Section 12.5. Clause 6 (cConfidentiality) The obligation will restrict the Seller and the Purchaser from disclosing any confidential information to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.(a) any proposed transferee;

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iviiiv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as 11.1 Each party may otherwise be required by applicable law, all information and data provided by the Parties given access to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available from the other party in order to the public through no breach of perform its obligations under this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to party‘s Confidential Information shall not be affected deemed to include information that: 11.1.1 is or becomes publicly known other than through any act or omission of the receiving party; 11.1.2 was in the other party‘s lawful possession before the disclosure; 11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or 11.1.4 is independently developed by the inadvertent receiving party, which independent development can be shown by written evidence. 11.2 Subject to clause 11.4, each party shall hold the other‘s Confidential Information in confidence and not make the other‘s Confidential Information available to any third party, or use the other‘s Confidential Information for any purpose other than the implementation of this agreement. 11.3 Each party shall take all reasonable steps to ensure that the other‘s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 11.4 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 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 this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by either Partyany third party. 11.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier‘s Confidential Information. 11.7 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. 11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 11.9 The above provisions of this clause 11 shall survive termination of this agreement, however arising.

Confidentiality. (a) Except as may 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise be required by applicable lawdesignated “Confidential.” For purposes of this Agreement all design, all information operating specifications, and metering data provided by the Parties to one another pursuant to this Agreement and Interconnection Customer shall be deemed Confidential Information regardless of whether it is clearly marked “Confidential” or otherwise identified with specificity in writing designated as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. such. 9.2 Confidential Information will dos not include information that is or becomes available to previously in the public through no breach of this Agreementdomain, information that was previously known required to be publicly submitted or divulged by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only Governmental Authorities (after notice to the other Party and affording after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements. 9.2.1 Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party an opportunity as it employs to obtain a protective order or other relief to prevent or limit disclosure of the protect its own Confidential Information. (b) The Parties may provide any 9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its rights under this provision to prevent the release of Confidential Information (i) without bond or proof of damages, and may seek other remedies available at law of in equity for breach of this provision. 9.3 Notwithstanding anything in this article to the Responsible Utility contrary, and pursuant to provisions 81 CFR § l b.20, if FERC, during the course of this Agreement under which an investigation or otherwise, requests information from one of the Parties that is otherwise required to be provided maintained in confidence pursuant to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a needthe Party shall provide the requested information to FERC, within the time provided for in the request for information. In providing the information to FERC, the Party may, consistent with 18 CFR § 388.112, request that the information be treated as confidential and non-to-know basis, public by FERC and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Party to Owner’s Scheduling Coordinator, financial institutions, agents, lessors this Agreement prior to the release of the Unit and potential purchasers Confidential Information to FERC. The Party shall notify the other Party to this Agreement when it is notified by FERC that a request to release Confidential Information has been received by FERC, at which time either of interests the Parties may respond before such information would be made public, pursuant to 18 CFR § 388.112. Requests form a state regulatory body conducting a confidential investigation shall be treated in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in similar manner if consistent with the applicable form contained in Schedule N state rules and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5regulations. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except Subject to clause 6 below, the Participating Site agrees to treat the Results, excluding any Clinical Data of the Study, as may otherwise be required by applicable law, all Confidential Information of the Sponsor and the Sponsor agrees to treat Personal Data and confidential patient information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use agrees: To take all reasonable efforts steps to maintain protect the confidentiality of the Confidential Information and to prevent it from being disclosed otherwise than in accordance with this Agreement To ensure that any litigationof its employees, shall promptly notify students, researchers, consultants or sub-contractors who participate in the providing Party operation of any attempt by a third party to obtain the Study are made aware of, and abide by, the requirement of this clause 4.3.2. To use Confidential Information solely in connection with the operation of the Agreement and not otherwise, except in the case where the Confidential Information through is Personal Data and/or confidential patient information, where it may be used solely on the basis of maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal process or otherwisebasis/special category condition, appropriate transparency information and that the purpose is not incompatible with the original purpose. A Party or third party beneficiary under Article 9 which has received Not to disclose Confidential Information may use in whole or in part to any person without the Disclosing Party’s prior written consent or, where the Confidential Information is Personal Data and/or confidential patient information, without maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal basis/special category condition, appropriate transparency information and that information in litigation or regulatory proceedings related to this Agreement but only after notice the purpose is not incompatible with the original purpose. The provision of clause 4.3 shall not apply to the other Party and affording the other Party an opportunity to obtain a protective order whole or other relief to prevent or limit disclosure any part of the Confidential Information that is: lawfully obtained by the Receiving Party free of any duty of confidentiality; already in the possession of the Receiving Party and which the Receiving Party can show from written records was already in its possession (other than as a result of a breach of clause 4.3.1 or 4.3.2); in the public domain (other than as a result of a breach of clause 4.3.1 or 4.3.2); independently discovered by employees of the Receiving Party without access to or use of Confidential Information. (b) The Parties may provide any Confidential Information (i) to ; necessarily disclosed by the Responsible Utility Receiving Party pursuant to a statutory obligation; disclosed with prior written consent of the Disclosing Party; necessarily disclosed by the Receiving Party by virtue of its status as a public authority in terms of the FOIA or the FOI(S)A; published in accordance with the provisions of clause 6. The restrictions contained in clauses 4.3 shall remain in force without limit in time in respect of Personal Data and any other information which relates to a patient, his or her treatment and/or medical records. Save as aforesaid and unless otherwise expressly set out in this Agreement under which information is to be provided to that Responsible Utility and as required Agreement, these clauses shall remain in force for settlement and billing; (ii) to any entity with audit rights under Section 12.2 a period of 10 years after the termination or review rights specified in other provisions expiry of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Any party (a"Disclosing Party") Except may from time to time disclose Confidential Information to the other ("Recipient"). During the term of this Agreement and for so long as the Confidential Information does not enter the public domain, Recipient will keep in confidence and trust and will not use, disclose or disseminate, or permit any employee, agent or other person working under Recipient's direction to use, disclose, or disseminate, the existence, source content or substance of any Confidential Information to any other person except as may otherwise be required to perform its obligations under this Agreement or as may be required by applicable law. Recipient will employ at least the same methods and degree of care, all information and data provided by the Parties but no less than a reasonable degree of care, to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of prevent disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigationas Recipient employs with respect to its own confidential user data, shall promptly notify the providing Party of any attempt by a third party trade secrets, and proprietary information. Recipient's employees and independent contractors will be given access to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, and only if they have received instruction with regard to Owner’s Scheduling Coordinator, financial institutions, agents, lessors their obligation to maintain the confidentiality of Confidential Information. Recipient will not copy or load any of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5onto any computing device or store the Confidential Information electronically, the recipient shall execute except in circumstances in which Recipient has taken reasonable precautions to prevent unauthorized access. Upon request, a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject Recipient will promptly deliver to the non-disclosure Disclosing Party all copies of documents containing the Disclosing Party's Confidential Information and will promptly destroy all memoranda, notes and other obligations contained writings in its control containing such Confidential Information. The provisions in this Section 12.57.1 are in addition to any requirements contained in Section 2 (Source Code Use and Restriction) regarding E-world's use of Source Code and Optimized Code. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. By virtue of this agreement, confidential information may be disclosed to each other. You agree and we agree to disclose only information that is required for the performance of obligations under this agreement. The term “confidential information” refers to any information marked confidential or disclosed or provided under circumstances that would lead a reasonable person to conclude that the information was confidential. Confidential information shall not include information that: (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the public through no breach of this Agreement, information that was previously known disclosure and had not been obtained by the receiving Party without any obligation other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to hold it in confidence, information that the receiving Party receives from other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. You agree and we agree to hold each other’s confidential information in confidence for a period of five years from the date of disclosure. Also, You agree and we agree to disclose confidential information only to those employees or agents who may disclose that information without breach of law have a need to know and are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release pricing under this agreement or orders submitted under this agreement in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information legal proceeding arising from or in connection with this Agreementagreement or disclosing the confidential information to a federal or state governmental entity as required by law. The receiving Party shall assure that personnel within its organization read Upon Your written request, we will maintain appropriate administrative, physical and comply with technical safeguards for protection of the provisions of this Section 12.5 security and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwiseYour data provided under this agreement. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions Upon termination of this Agreement under which information is to be provided to that Responsible Utility and as required except for settlement and billing; (ii) to any entity with audit rights under Section 12.2 electroninic copies made in the course of normal network backups, the Receiving Party shall promptly destroy or review rights specified in other provisions of this Agreementreturn, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors at the sole discretion of the Unit and potential purchasers of interests in a Unit; andDisclosing Party, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any all Confidential Information under this Section 12.5, of the recipient shall execute a Confidentiality Agreement Disclosing Party in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5its possession or control. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by 28.1 Subject to the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes following provisions of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this AgreementClause 28, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Receiving Party shall keep in confidence the Confidential Information and shall not (and shall use its reasonable endeavours to ensure that its directors, employees, and professional advisers shall not) disclose such information confidential and to any Third Party without the prior written consent of the Disclosing Party. 28.2 A Receiving Party shall limit the disclosure exercise no lesser degree of any such care of Confidential Information to only those personnel within its organization than would a reasonable person with responsibility for using such information in connection with this Agreementknowledge of the confidential nature of the information. The receiving A Receiving Party shall assure exercise no lesser security or degree of care than that personnel within Party applies to its organization read and comply with own Confidential Information of an equivalent nature. 28.3 Information which is the subject of the provisions of this Section 12.5 Clause 28.1 may be disclosed to agents, sub-contractors and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality professional advisers of the Parties hereto who have a need to know such information, provided that such agents, sub-contractors and professional advisers of the Parties undertake to comply with obligations equivalent to those set out in Clause 28. 28.4 A Receiving Party shall restrict disclosure of Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice relating to the other Party and affording to those persons who have a reasonable need to know. Confidential Information shall be used solely for the purposes for which it was disclosed. 28.5 A Receiving Party may disclose Confidential Information to an associated company or the Receiving Party shareholders, subject to the associated company or its shareholders undertaking to comply with obligations equivalent to those set out in this Clause28. 28.6 Unless otherwise agreed in writing, a Receiving Party shall not use the other Party’s Confidential Information to provide commercial advantage to its retail business. 28.7 The following shall not constitute a breach of this Clause28: (a) a disclosure authorized in writing by the Disclosing Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure the extent of the Confidential Information.that authority; or (b) The Parties may provide any Confidential Information (i) a disclosure to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingan Emergency Organization; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5.or (c) The obligation publication of all or part of this Agreement or details of it pursuant to provide confidential treatment the either Party’s License except in so far as Authority has consented to Confidential Information shall not be affected the exclusion of any matter pursuant to the either Party’s License; or (d) a disclosure that is properly made pursuant to the Operator License or the PMCL License or relevant statutory or other regulatory obligation; or (e) a disclosure properly and reasonably made to the Authority under Clause 17; or (f) a disclosure to an arbitrator, expert or any person appointed by the inadvertent Parties for the resolution a Dispute; or (g) a disclosure to obtain or maintain any listing on any recognized stock exchange; Subject to in the case of Confidential Information by either Partyany disclosure specified in Clauses 28.7 (d) to (f) the Receiving Party informing the Disclosing Party as soon as reasonably practical, after such disclosure.

Confidentiality. 6.1 Each party will keep Confidential Information of the other Party in confidence, in the same manner as each Party maintains its own confidential information, and in no event with less than a reasonable degree of care. The Parties' confidentiality obligations shall extend for a period of three (3) years beyond the effective date of any expiration or termination of this Agreement. Each Party will limit the disclosure of Confidential Information solely to those employees and vendors having a need-to-know, provided that each is under a written confidentiality obligation similar to that which is contained in this Agreement. Except as otherwise expressly authorized herein or by a separate writing by the disclosing Party, neither Party will make any written or electronic copies of the other Party’s Confidential Information. These obligations do not apply to any information, including Confidential Information, that: (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential is rightfully obtained by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that without obligation to maintain its confidentiality; (b) is or becomes available known to the public through no breach act or omission of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law Party; or agreement, information that (c) the receiving Party develops independently without using reference or use of Confidential Information of the disclosing Party. 6.2 Each Party may disclose Confidential InformationInformation to the extent required by a court of law or government regulatory body, and information that but first the receiving Party shall provide the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after prompt written notice (to the other extent legally permissible) to allow the disclosing Party and affording the other Party an reasonable opportunity to obtain a protective order or other relief to prevent or limit disclosure against such disclosure. 6.3 Because of the unique nature of the Confidential Information, each Party agrees that the disclosing Party may suffer irreparable harm in the event the recipient fails to comply with its confidentiality obligations under this Agreement, and that monetary damages will be inadequate to compensate the disclosing Party for such breach. Accordingly, the recipient agrees that the disclosing Party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce such confidentiality obligations. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility 6.4 In connection with HID’s and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions its personnel’s performance of this Agreement, (iii) HID and its personnel may collect and use PII provided by or on a need-to-know basisbehalf of Licensee. PII in individual or aggregate form is deemed to be Licensee’s Confidential Information, to Owner’s Scheduling Coordinatorand will at all times be the sole and exclusive property of Licensee. HID will not use any PII for any purpose, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) except as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided perform its obligations under this Agreement. As a condition HID will implement safeguards designed to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject limit access to the non-disclosure PII that are reasonably appropriate to the type of PII held, and other obligations contained in this Section 12.5compliance with HID’s privacy policies and all applicable regulations and laws. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be As required by applicable lawprovisions of the Xxxxx-Xxxxx-Xxxxxx Act, all information as well as other federal, state and international privacy and data provided by security laws and regulations, and at all times in accordance with the Parties applicable Partnership’s privacy policy described in its Memorandum, Selling Agent, Sub-Selling Agent, the General Partner and the Partnership each respectively agree to one another pursuant provide appropriate protections for “Nonpublic Personal Information” of persons invested in the Partnership. Each party acknowledges that, in performing its obligations under this Agreement, it may have access to this Agreement confidential and marked “Confidential” or otherwise identified with specificity in writing as confidential at proprietary information of the time of disclosure other party (“Confidential Information”). The parties agree that information concerning any potential investor introduced by Sub-Selling Agent to the Partnerships or the General Partner is the Confidential Information of Sub-Selling Agent. By way of illustration but not of limitation, “Confidential Information” includes any “Nonpublic Personal Information”2 regarding prospective investors and limited partners or members, trade secrets, data, know-how, accounting data, statistical data, financial data or projections, forecasts, business practices or policies, research projects, reports, development and marketing plans, strategies, or other business information that is not generally known or available to the public. The term “Confidential Information” does not include information that: (i) shall be treated is or becomes generally available to the public other than as a result of an improper disclosure by the disclosing party; (ii) was rightfully available to a party on a non-confidential and proprietary material of basis before its disclosure by the providing Party and will be kept confidential other party; (iii) was independently developed by the receiving Party party or (iv) becomes available to a party on a non-confidential basis from a source other than the other party, provided that such source is not prohibited from transmitting the information by a contractual, legal, or fiduciary obligation. (b) Except to the extent necessary to perform its obligations under this Agreement, no party may disclose or use any of the other parties’ Confidential Information. Each party shall maintain the confidentiality of the other parties’ Confidential Information in its possession or control. For the avoidance of doubt, no party may provide information concerning the Partnerships or prospective investors to any third party knowing that such third party may use such information in any form of publication, whether publicly or privately distributed, without the express prior written approval of the other parties. Each party shall limit the disclosure of the other parties’ Confidential Information to those of its employees and used solely agents with a need to know such Confidential Information for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third Each party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts care to maintain prevent its employees and agents from violating the confidentiality of foregoing restrictions. Notwithstanding the Confidential Information in any litigationabove, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice be disclosed to the extent required by law or by an order or decree of any court or other Party and affording governmental authority or a request is made by a governmental authority, regulatory agency or self-regulatory agency; provided, however, that each party shall, to the extent practicable, if legally compelled to disclose such information: (i) provide the applicable party, to the extent permitted by law, with prompt written notice of that fact so that the other Party an opportunity party may attempt to obtain a protective order or other relief to prevent or limit disclosure of appropriate remedy and/or waive compliance with the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingSection 9; (ii) disclose only that portion of the information that a party’s legal counsel advises is legally required; and (iii) endeavor to any entity with audit rights under Section 12.2 or review rights specified in other provisions obtain assurance that confidential treatment shall be accorded the information so disclosed. Notwithstanding the preceding sentence, the General Partner may disclose the terms of this Agreement, (iii) on a needincluding, without limitation, Sub-to-know basisSelling Agent’s identity, services rendered and the payment terms, to Owner’s Scheduling Coordinatorany third party who, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.General Partner’s

Confidentiality. a. In carrying out this Agreement, each of PharMerica, on the one hand, and the Ceres Parties, on the other hand (athe “Protected Party”) may disclose to the other (“Restricted Party”), and/or the Restricted Party’s Affiliates, Proprietary Information and the Restricted Party agrees that it shall, and it shall cause its Affiliates to, (i) hold the Protected Party’s Proprietary Information in confidence and protect it with the same degree of care that the Restricted Party uses to protect its own Proprietary Information, but in no event shall the Restricted Party use less than reasonable care, and (ii) not use such information for the Restricted Party’s or such Affiliates’ own business other than as necessary to carry out this Agreement, provided, however, either Party may disclose Proprietary Information of the other as required by law, legal process or regulatory authority. The Protected Party’s Proprietary Information shall remain the sole property of the Protected Party and the Restricted Party shall return or destroy all such Proprietary Information upon the termination of this Agreement. b. Except as may otherwise be to the extent required by applicable lawlaw or as otherwise permitted in accordance with this Section 18(b), all information neither PharMerica nor any of the Ceres Parties shall disclose or make any public announcement concerning this Agreement or the terms hereof without the prior written consent of the other. Notwithstanding the foregoing, each of PharMerica and data provided by the Ceres Parties shall have the right to one another pursuant to disclose this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information terms (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility legal counsel and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) advisors on a need-to-know basisbasis under terms and conditions which reasonably ensure the confidentiality thereof, to Owner’s Scheduling Coordinator(ii) as required by any court or other governmental body, financial institutions(iii) in connection with a Facility Divestiture, agentsmerger, lessors acquisition of stock or assets, proposed merger or acquisition, or the Unit like, under terms and potential purchasers of interests in a Unit; andconditions which reasonably ensure the confidentiality thereof, or (iv) as required in connection with any government or regulatory filing, including, without limitation, filings with the U.S. Securities Exchange Commission. c. Each Ceres Party shall keep and maintain resident information and records in accordance with applicable law, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, and shall not release such information except as permitted or required by applicable law. d. PharMerica shall keep and maintain (and cause each of the Pharmacy Operators to keep and maintain) resident information and records in accordance with applicable law, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, and shall not release such information except as permitted or required by applicable law. e. Each of PharMerica and the Ceres Parties recognizes and agrees that there is no adequate remedy at law for settlement a breach by such Party of any provision of this Section 18, that such a breach would irreparably harm the other of them and billingthat the other of them shall be entitled, without posting bond or other security, to Scheduling Coordinators responsible for paying for services provided under seek equitable relief (including, without limitation, injunctions) with respect to any such breach or potential breach, in addition to any other remedies. f. This Section 18 shall survive termination of this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except 12.1 Each party will maintain as may otherwise be required by applicable law, all confidential any information and data provided furnished or disclosed to one party by the Parties other party, whether disclosed in writing, visually, or orally, relating to one another pursuant to the business of the disclosing party, its customers, or its patients, and this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at its terms, including its pricing terms. Each party will use the time same degree of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material care to protect the confidentiality of the providing Party and disclosed information as that party uses to protect the confidentiality of its own information, but not less than reasonable care. Each party will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include disclose such information that is or becomes available only to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Informationits employees, and information that in the disclosing Party approves for release in writing. The receiving Party shall keep case of Philips, its Affiliates and subcontractors having a need to know such information confidential and shall limit to perform the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with transactions contemplated by this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts obligation to maintain the confidentiality of such information will not extend to 12.1.1 information in the Confidential Information in any litigation, shall promptly notify public domain at the providing Party time of any attempt disclosure, 12.1.2 information that is lawfully obtained by the receiving party from a third party without any breach of confidentiality or violation of law, or 12.1.3 information that is required to obtain be disclosed by law or by court order. The confidentiality obligations herein will expire five (5) years after the Confidential Information through legal process Agreement terminates or otherwiseexpires. A Party The disclosing party maintains exclusive ownership of the confidential information that it discloses to the receiving party, and the receiving party shall be responsible for the breach of these confidentiality terms by any of its representatives or third other person to whom it may disclose the confidential information. Notwithstanding the foregoing, in the event a party beneficiary under Article 9 which has received Confidential Information may use that is required by law or court order to disclose the other party’s confidential information in litigation to a court, government department/agency, or regulatory proceedings related to this Agreement but only after notice body, to the other Party and affording extent permitted by applicable law, it shall first inform the other Party party of the request or requirement for disclosure to allow an opportunity for the other party to apply for an order to prohibit or restrict such disclosure. Moreover, nothing set forth herein shall prohibit Customer from disclosing confidential information required by state or federal open records laws, to the extent disclosed in compliance with the rules and procedures applicable thereto, including notifying Philips and providing Philips an opportunity to obtain argue certain information may be exempt as a protective order trade secret, if applicable thereunder. The party receiving the other party’s confidential information agrees and acknowledges that any breach or threatened breach of these obligations of confidentiality may result in irreparable harm to the disclosing party for which there may be no adequate remedy at law. In addition to any other relief remedies, in such event the disclosing party may be entitled to seek an injunction, without the necessity of posting a bond, to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions further breach of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Partyreceiving party.

Confidentiality. (a) Except as may otherwise be As required by applicable lawprovisions of the Xxxxx-Xxxxx-Xxxxxx Act, all information as well as other federal, state and international privacy and data provided by security laws and regulations, and at all times in accordance with the Parties applicable Partnership’s privacy policy described in its Memorandum, Selling Agent, the General Partner and the Partnership each respectively agree to one another pursuant provide appropriate protections for “Nonpublic Personal Information” of persons invested in the Partnership. Each party acknowledges that, in performing its obligations under this Agreement, it may have access to this Agreement confidential and marked “Confidential” or otherwise identified with specificity in writing as confidential at proprietary information of the time of disclosure other party (“Confidential Information”) shall be treated as confidential and proprietary material of ). The parties agree that information concerning any potential investor introduced by Selling Agent to the providing Party and will be kept confidential by Partnerships or the receiving Party and used solely for purposes of this Agreement. General Partner is the Confidential Information will of Selling Agent. By way of illustration but not of limitation, “Confidential Information” includes any “Nonpublic Personal Information”2 regarding prospective investors and limited partners or members, trade secrets, data, know-how, accounting data, statistical data, financial data or projections, forecasts, business practices or policies, research projects, reports, development and marketing plans, strategies, or other business information that is not generally known or available to the public. The term “Confidential Information” does not include information that that: (i) is or becomes generally available to the public through no breach other than as a result of an improper disclosure by the disclosing party; (ii) was rightfully available to a party on a non-confidential basis before its disclosure by the other party; (iii) was independently developed by the receiving party or (iv) becomes available to a party on a non-confidential basis from a source other than the other party, provided that such source is not prohibited from transmitting the information by a contractual, legal, or fiduciary obligation. (b) Except to the extent necessary to perform its obligations under this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third no party who may disclose that information without breach or use any of law or agreement, information that the receiving Party develops independently without using the other parties’ Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party Each party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the other parties’ Confidential Information in any litigationits possession or control. For the avoidance of doubt, shall promptly notify the providing Party of any attempt by a third no party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to information concerning the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 Partnerships or review rights specified in other provisions of this Agreement, (iii) on a need-prospective investors to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as 6.1. By virtue of this Agreement, the parties may otherwise be required by applicable law, all have access to information and data provided by the Parties that is confidential to one another pursuant (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement and marked “Confidential” or otherwise in the case of Protected Student Information, where there are legitimate educational interests for disclosure. Confidential information shall be limited to the terms and pricing under this Agreement, Your Data residing in the Cloud Services, and all information clearly identified with specificity in writing as confidential at the time of disclosure disclosure. 6.2. A party’s Confidential Information shall not include information that: (“Confidential Information”a) shall be treated as confidential and proprietary material is or becomes a part of the providing Party public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and will be kept confidential had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. 6.3. We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving Party and used solely party; however, We will hold Your Confidential Information that resides within the Cloud Services in confidence for purposes of as long as such information resides in the Cloud Services. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Confidential Information Incident IQ will not include information that is protect the confidentiality of Your Data residing in the Cloud Services in accordance with the Incident IQ security practices defined as part of Your Order Forms. In addition, Your Data will be treated in accordance with the terms of Section 7 below. Nothing shall prevent either party from disclosing the terms or becomes available to the public through no breach of pricing under this Agreement, information that was previously known by the receiving Party without Agreement or orders placed under this Agreement in any obligation to hold it in confidence, information that the receiving Party receives legal proceeding arising from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of or from disclosing the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5by law. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, all 5.1 The Parties hereto agree to keep confidential the classified data and information and data provided by that the Parties to one another pursuant to this become aware of or access as a result of signing and performing the Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) ). The party disclosing such data and information shall be treated as confidential explicitly notify the recipient party in writing that such data and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreementinformation are Confidential Information. Confidential Information will not include information that is or becomes available The Parties hereto agree to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation take all reasonable measures to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using keep secret the Confidential Information. Without the prior written approval of the disclosing party, neither party shall disclose, give or transfer Confidential Information to any third party (the provision also applies to the case where the recipient of Confidential Information merges with a third party, is acquired by a third party, or is directly or indirectly controlled by a third party). Upon termination of the Agreement, Party A and Party B shall immediately return all documents, materials or software containing Confidential Information to the original owner or provider of such Confidential Information, or destroy such documents, materials or software with the approval of the original owner or provider (including deleting any Confidential Information from related memory devices), and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any never use such Confidential Information thereafter. Party A and Party B shall take necessary measures to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the ensure Confidential Information in any litigationis only disclosed to Party B’s employees, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process agents or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) advisors on a need-to-know basis, to Ownerand ensure such employees, agents or advisors fully comply with the confidentiality obligations hereunder. Party A and Party B, and Party B’s Scheduling Coordinatoremployees, financial institutions, agents, lessors of the Unit agents or advisors shall sign and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the comply with concrete non-disclosure agreements. 5.2 The above restrictions do not apply to: 5.2.1. Confidential Information that is already available to the public when being disclosed; 5.2.2. Confidential Information that becomes available to the public other than by reason of unauthorized disclosure by any recipient of such Confidential Information; 5.2.3. Confidential Information that is proven by the recipient to be known to the recipient before disclosure other than by reason of directly or indirectly receiving such Confidential Information from the disclosing party; 5.2.4. Confidential Information that the recipient is legally required to or obliged to disclose to related government authorities, stock exchanges and other obligations contained authorities, or Confidential Information that the recipient directly discloses to its legal and financial advisors only as a result of normal business needs. 5.3 The Parties hereto agree that the terms and provisions set forth in this Section 12.5section shall survive the alternation, cancellation or termination of the Agreement. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise 8.1. Both parties hereby declare their consent that confidential company-related information of the other party can be required by applicable law, all made available within the framework of this contractual relationship. Each of the contractual part- ners is under the obligation to treat the information confidentially and data provided by to refrain from making it available to third parties without the Parties consent of the other contractual party or to one another pursuant use it for any other purposes in violation of this contract. The parties further agree that information disclosed to this Agreement and marked “Confidential” WBAG within the framework of the reporting obligations or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) audit shall be treated confidentially. The obligation to observe confidentiality under this clause shall remain binding for as confidential and proprietary material long as such information retains commercial value. 8.2. The obligation of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will confidentiality shall not include apply to information that is or becomes generally available to the public through no act or omission of the receiving party, or becomes known to the receiving party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court order or request by any government or regulatory authority or is in the public domain at the time of disclosure, or was in the possession of or demonstrably known by either party prior to its receipt from the other party; or becomes known to either party from a source other than the other party without breach of party’s obligations under the Agreement. 8.3. Neither of the Contractual Partners shall be permitted to make public announcements, send out press releases, communications or circulars (other than to the extent required by law or regulation) concerning the content of this Agreement without the prior consent of the other. This consent may be withheld if the disclosure would be damaging to the vital interests of the Contractual Partner. 8.4. WBAG is under the obligation to treat confidential information confidentially, in particular, customer data within the scope of Reporting and to refrain from making it available to third parties except when such third party is conducting an Audit on behalf of WBAG. WBAG will adhere to the provisions of data protec- tion law and shall ensure that this confidentiality obligation is observed also beyond the term of the Agree- ment. 8.5. Within the scope of this Agreement, information that was previously known the personal data of the Contractual Partner such as name and ad- dress are transmitted. These data are processed by WBAG within the scope of proper business manage- ment. WBAG will observe the requirements of applicable data protection provisions in their valid versions when processing personal data. 8.6. WBAG is authorized to use, process and store all personal data sent by the receiving Party without any obligation to hold it in confidence, information that Contractual Partner for the receiving Party receives from a third party who may disclose that information without breach purpose of law or agreement, information that fulfilling the receiving Party develops independently without using the Confidential InformationAgreement and all related tasks, and information that to enter the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt data into a reporting tool operated by WBAG or by a third party charged by WBAG. The Contractual Partner agrees to the storage also on external server of the personal data transmitted for this purpose. To this end, the Contractual Partner agrees to obtain the Confidential Information through legal process corresponding approvals of its employees and customers for the storage and pro- cessing of the data by WBAG or otherwise. A Party or by a third party beneficiary under Article 9 which it has received Confidential Information may use charged with the task. All personal data that information in litigation or regulatory proceedings related to this Agreement but only after notice to WBAG receives from the other Party and affording Contractual Partner during the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure effective period of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to contractual relationship shall be stored for a period of three years after the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors termination of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, collaboration with the Contractual Partner. WBAG will impose on the third parties it commissions with tasks the obligation to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in observe the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5data protection provisions, as amended. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, 8.1 The Parties agree that all information which is communicated from time to time by them to each other and data provided by the Parties to one another pursuant to their respective Affiliates, agents, attorneys, accountants, and employees in connection with this Agreement and marked “Confidential” (whether oral, electronic or otherwise identified with specificity in writing as confidential at the time written of disclosure (“Confidential Information”) shall be treated as any kind or nature), or which is confidential and proprietary material to the person disclosing the same or which is technical confidential information belonging to one Party that was already in the possession of the providing other Party as of the Effective Date shall be deemed secret and confidential ("Confidential Information"). The Parties agree that the Confidential Information received by them from the other will be kept confidential maintained in confidence and that the same will not be disclosed to or used by any person, firm, or undertaking except their own agents and employees, subcontractors or distributors hereunder who need to know and/or use such Confidential Information for the receiving Party and used solely for purposes of this Agreement. Any such person given access to Confidential Information shall be subject to confidentiality provisions by agreement with Licensor or Licensee no less restrictive than those set forth herein. If either Party is required by law to disclose any Confidential Information it has received, it will not include information that is or becomes available take reasonable efforts to minimize the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure extent of any such Confidential Information required disclosure and to only those personnel obtain an undertaking from the recipient to maintain the confidentiality thereof. Either Party must promptly inform the other Party of any information it believes comes within its organization with responsibility for using such information the circumstances in connection with this Agreementthe immediately preceding sentence. The receiving Each Party shall assure that personnel within its organization read and comply will cooperate with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts other Party, at the other Party's expense, in seeking to maintain the confidentiality of such Confidential Information. Each Party's obligations under this Section 8 shall terminate, with respect to any particular information, five (5) years after the Confidential Information in date of disclosure of such information; provided, however, that each Party's obligations under this Section 8 with respect to any litigation, shall promptly notify technical information that the providing Party of any attempt by protects as a third party to obtain the Confidential Information through legal process trade secret shall be kept confidential for five (5) years or otherwise. A Party or third party beneficiary under Article 9 which such longer period as such information has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party not become publicly and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement readily available in the applicable form contained in Schedule N and thereby agree marketplace to be third Parties without being subject to the non-disclosure and other obligations contained in this Section 12.5confidentiality protections. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 5.1 Each party recognises that under this Access Agreement it may receive Confidential Information belonging to the other and to Providers. 5.2 Each party agrees to treat all Confidential Information belonging to the other or to Providers as confidential and not to disclose such Confidential Information or any other confidential information relating to the Administering Authority and the Agent, the Contracting Authority, the Dynamic Purchasing System Agreements, any Contract or Contract Services, Contract Supplies or Funding to any third party without the prior written consent of the other parties (aor the relevant Provider if applicable) Except as may and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Access Agreement or a Call for Competition Procedure. 5.3 The obligations of confidence referred to in clause 5.2 (Confidentiality) shall not apply to any Confidential Information which: 5.3.1 is in, or which comes into, the public domain otherwise be required than by applicable law, all reason of a breach of this Access Agreement or of any other duty of confidentiality relating to that information; or 5.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information and data provided by confidential; or 5.3.3 is lawfully in the Parties to one possession of another pursuant to party before the date of this Access Agreement and marked “Confidential” in respect of which that party is not under an existing obligation of confidentiality; or 5.3.4 is independently developed without access to the Confidential Information of another party. 5.4 Each party will be permitted to disclose Confidential Information to the extent that they are required to do so: 5.4.1 to enable the disclosing party to perform its obligations under this Access Agreement; or 5.4.2 by any applicable law or otherwise identified by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information; or 5.4.3 by any regulatory body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or 5.4.4 in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such Confidential Information confidential. 5.5 The Contracting Authority shall ensure that all Confidential Information obtained from the Administering Authority and/or the Agent or a Provider under or in connection with specificity this Access Agreement: 5.5.1 is given only to such of its employees or professional advisors engaged to advise it in writing connection with this Access Agreement or a Call for Competition Procedure as confidential at is strictly necessary for the time performance of disclosure (“Confidential Information”) shall be this Access Agreement and only to the extent necessary for the performance of this Access Agreement or the Call for Competition Procedure; 5.5.2 is treated as confidential and proprietary material of not disclosed (without the providing Party and will be kept confidential Administering Authority’s or the Agent’s (as the case may be) prior written approval) or used by any such staff or professional advisors otherwise than for the receiving Party and used solely for purposes of this Access Agreement. Confidential Information will not include information ; 5.5.3 where it is considered necessary in the opinion of the Administering Authority and the Agent, the Contracting Authority shall ensure that is such staff or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from professional advisors sign a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information confidentiality undertaking before commencing work in connection with a Call Off Contract. 5.6 Nothing in this Agreement. The receiving Party shall assure that personnel within its organization read clause 5 (Confidentiality) shall: 5.6.1 prevent the Administering Authority disclosing any Confidential Information for the purpose of: (a) the examination and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality certification of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information.Administering Authority’s accounts; or (b) The Parties may provide any examination by the National Audit Office; or 5.6.2 prevent the Administering Authority disclosing any Confidential Information Information: (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (iia) to any entity with audit rights under Section 12.2 other department, office or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors agency of the Unit Crown; (b) to Parliament and potential purchasers of interests in a Unit; and, (iv) as Parliamentary Committees or if required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving by any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5.Parliamentary reporting requirement; (c) The obligation on a confidential basis to provide confidential treatment a proposed successor body in connection with any assignment, novation or disposal of any rights, obligations or any liabilities under this Access Agreement; or (d) to Confidential Information any person (including, without limitation, the Agent) engaged in providing any services to the Administering Authority for any purpose relating to or ancillary to this Access Agreement; 5.6.3 provided that in disclosing information under clauses 5.6.1 or 5.6.2 (Confidentiality) the Administering Authority discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. 5.7 Nothing in this clause 5 (Confidentiality) shall prevent a party from using any techniques, ideas or know-how gained during the performance of the Access Agreement in the course of its normal business, to the extent that this does not be affected by the inadvertent result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights. 5.8 The obligations in this clause 5 (Confidentiality) will survive the expiry or termination of this Access Agreement for a period of seven (7) years or, in respect of any particular item of Confidential Information, until such earlier time as that item of Confidential Information reaches the public domain otherwise than by either Partyreason of a breach of this Access Agreement or of any other duty of confidentiality relating to that information.

Confidentiality. (a) Except as may 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise be required by applicable lawdesignated “Confidential.” For purposes of this Agreement all design, all information operating specifications, and metering data provided by the Parties to one another pursuant to this Agreement and Interconnection Customer shall be deemed Confidential Information regardless of whether it is clearly marked “Confidential” or otherwise identified with specificity in writing designated as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. such. 9.2 Confidential Information will does not include information that is or becomes available to previously in the public through no breach of this Agreementdomain, information that was previously known required to be publicly submitted or divulged by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only Governmental Authorities (after notice to the other Party and affording after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements. 9.2.1 Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party an opportunity as it employs to obtain a protective order or other relief to prevent or limit disclosure of the protect its own Confidential Information. (b) 9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its rights under this provision to prevent the release of Confidential Information without bond or proof of damages, and may seek other remedies available at law or in equity for breach of this provision. 9.3 Notwithstanding anything in this article to the contrary, and pursuant to 18 C.F.R. § 1b.20, if FERC, during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement, the Party shall provide the requested information to FERC, within the time provided for in the request for information. In providing the information to FERC, the Party may, consistent with 18 C.F.R. § 388.112, request that the information be treated as confidential and non-public by FERC and that the information be withheld from public disclosure. Each Party is prohibited from notifying the other Party to this Agreement prior to the release of the Confidential Information to FERC. The Party shall notify the other Party to this Agreement when it is notified by FERC that a request to release Confidential Information has been received by FERC, at which time either of the Parties may provide any Confidential Information (i) to the Responsible Utility respond before such information would be made public, pursuant to 18 C.F.R. § 388.112. Requests from a state regulatory body conducting a confidential investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations. 9.4 Consistent with the provisions of this article 9, the Parties to this Agreement under which will cooperate in good faith to provide each other, Affected Systems, Affected System Operators, and state and federal regulators the information is necessary to be provided to that Responsible Utility carry out the terms of the SGIP and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable lawto the extent set out in this condition 11 or where disclosure is expressly permitted under this Grant Funding Agreement, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure each Party (“Confidential InformationReceiving Party”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. must treat all Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice belonging to the other Party (“Disclosing Party”) as confidential and affording must not disclose any Confidential Information belonging to the Disclosing Party to any other Party an opportunity person without the prior written consent of the Disclosing Party, except to obtain a protective order such persons who are directly involved in the provision of the Funded Activities and who need to know the information. The Grant Recipient gives its consent for the Authority to publish the Grant Funding Agreement in any medium in its entirety (but with any information which is Confidential Information belonging to the Authority or the Grant Recipient redacted), including from time-to-time agreed changes to the Grant Funding Agreement. Nothing in this condition 11 prevents the Authority disclosing any Confidential Information obtained from the Grant Recipient: for the purpose of the examination and certification of the Authority’s accounts; or pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department, consultant, contractor or other relief person engaged by the Authority, provided that in disclosing information under the Authority only discloses the information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate; where disclosure is required by Law, including under the Information Acts. Nothing in this condition 11 prevents either Party from using any techniques, ideas or know-how gained during the performance of its obligations under the Grant Funding Agreement in the course of its normal business, to prevent or limit the extent that this does not result in the disclosure of the Confidential Information. (b) The Parties may provide any Disclosing Party’s Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors an infringement of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Party’s Intellectual Property Rights. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as may otherwise such, or which Client considers in its discretion to be required by applicable lawconfidential or proprietary, all information and data provided by the Parties to one another pursuant to including without limitation this Agreement and marked the fact of Developer’s engagement by Client hereunder (collectively, “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Client’s Confidential Information”) shall ), will be treated held in confidence by Developer and will not be used by Developer except to the extent that such use is reasonably necessary to the performance of Developer’s Work. Developer also will not disclose Client’s Confidential Information to any other person or party except as may be expressly authorized by Client in writing prior to such disclosure. B. All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, or which Developer considers in its discretion to be confidential and proprietary material of the providing Party proprietary, including without limitation this Agreement (collectively, “Developer’s Confidential Information”), will be held in confidence by Client and will not be kept confidential used by Client except to the receiving Party extent that such use is reasonably necessary to the performance of Client’s duties and used solely for purposes of obligations under this Agreement. Client also will not disclose Developer’s Confidential Information will to any other person or party except as may be expressly authorized by Developer in writing prior to such disclosure. Notwithstanding the foregoing, the parties agree that Developer’s Confidential Information shall not include information that is or becomes available to the public through no breach Software. C. These obligations of confidentiality will extend for a period of three (3) years after the termination of this Agreement, but will not apply with respect to information that was previously known is independently developed by the receiving Party without parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any obligation to hold it in confidence, information that the receiving Party receives from a third confidentiality obligation. If either party who may disclose that information without breach of is compelled by any law or agreement, information that authority with jurisdiction over such party to disclose the receiving Party develops independently without using the other party’s Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and party being compelled shall limit the disclosure as much as practicable under the circumstances, and shall immediately notify the other party upon having knowledge of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality law or authority requiring disclosure of the Confidential Information so that such other party may intervene as necessary to protect its rights and interests in any litigation, shall promptly notify the providing Party of any attempt by a third party and to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the such Confidential Information. (b) The Parties may provide D. Client and Developer acknowledge that any Confidential Information (i) breach of Section 8 by a receiving party will irreparably harm the disclosing party. Accordingly, in the event of a breach, the disclosing party is entitled to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) promptly seek injunctive relief in addition to any entity with audit rights under Section 12.2 other remedies that it may have at law or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5equity. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except Following the Effective Date, the Confidentiality Agreement will remain in full force and effect in accordance with its terms, except as may otherwise be required modified by applicable lawthis Agreement, and all information and data provided by Confidential Information previously or hereafter disclosed from time to time in the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material course of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach performance of this Agreement, information that was previously known shall be held in confidence by the receiving Party other party pursuant to the Confidentiality Agreement, except as permitted under this Agreement or as necessary to carry out the activities contemplated hereby. Notwithstanding anything to the contrary herein, obligations of the parties under this Agreement are several and not joint with the intention that each party be responsible for their own actions and the actions of their respective representatives and not for actions of any of the other parties hereto. Neither party shall, without any obligation to hold it in confidencethe prior written consent of the other party, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using use the Confidential Information, and information that Information of the disclosing Party approves other party for release in writingany purpose other than performing its obligations or exercising its rights under this Agreement. The receiving Party Each party shall keep such information confidential and shall limit disclose the disclosure of any such Confidential Information of the other party only to only its directors, employees, consultants, vendors, financing sources and clinicians under written agreements of confidentiality at least as restrictive as those personnel within its organization with responsibility for using set forth in this Agreement, who have a need to know such information in connection with such party performing its obligations or exercising its rights under this Agreement. The receiving Party ; provided, however, Buyer shall assure that personnel within its organization read and comply with the provisions be severally responsible for any breach of this Section 12.5 Agreement or the confidentiality agreement between Buyer and such third party or its representatives, and Buyer agrees, at its sole expense, to take all reasonable measures to restrain such third parties and its representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Notwithstanding the foregoing, no provision of this Agreement shall be construed so as to preclude such disclosure of Confidential Information as may be inherent in or reasonably necessary to the securing from any Governmental Entity of any necessary approval or license related to the CV Products, to the obtaining of patents. Following the Closing, (i) the confidentiality restrictions contained herein and in the Confidentiality Agreement implementing will not apply to Buyer’s use of documents and information concerning the Business (except to the extent that such documents and information contain information related to Seller’s other business or the Excluded Assets), the Assets or the Assumed Liabilities, and (ii) any information related to the Business (excluding information related to Seller’s other business or the Excluded Assets), the Assets or the Assumed Liabilities shall be considered Confidential Information of Buyer for the purposes of this Section 12.5Agreement and the Confidentiality Agreement. The Parties Upon the termination of this Agreement, and upon the written request of the other party, each party shall use promptly return to the other party all reasonable efforts to maintain the confidentiality copies and embodiments of the Confidential Information in any litigationof such other party, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5retention by each party’s legal department of one complete copy for archival purposes. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. A. Under this Agreement, each party shall have access to certain confidential information belonging to the other parties, which information shall include all nonpublic information pertaining to the disclosing party, its parent, subsidiaries, affiliates, employees, customers, representatives and vendors (a) Except as may otherwise be required by applicable law, including without limitation all information and data provided by furnished prior to the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes date of this Agreement. ) furnished by or on behalf of the disclosing party or its representatives to the receiving party, directly or indirectly, by any means ("Confidential Information"). B. The parties acknowledge that except as necessary for any party to perform its respective obligations under the Agreement: (i) all Confidential Information is confidential; (ii) the parties will keep all Confidential Information confidential and will not include information that is or becomes available to disclose the public through no breach of same; (iii) the parties will use Confidential Information only as required by this Agreement; (iv) the parties will not create a list or other compilation containing any Confidential Information for any purpose other than to perform under this Agreement; and (v) except as expressly provided for herein, information the parties will not provide, directly or indirectly, the Confidential Information to any other person or entity for any purpose, excluding any audit, regulatory or otherwise. C. In the event that was previously known by any requests or demands are made for the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach disclosure of law or agreement, information that the receiving Party develops independently without using the Confidential Information, other than requests to the Agent for records of shareholders pursuant to standard subpoenas from state or federal government authorities (e.g., in divorce and information that criminal actions), the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly party will notify the providing Party of any attempt by a third other party to obtain the Confidential Information through legal process or otherwise. A Party or third secure instructions from an authorized officer of such party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related as to this Agreement but only after notice request and to enable the other Party and affording party the other Party an opportunity to obtain a protective order or other relief confidential treatment. Each party expressly reserves the right, however, to prevent or limit disclosure of disclose the Confidential InformationInformation to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by applicable law or court order. (b) D. The Parties may provide any parties agree that all Confidential Information (i) is proprietary to the Responsible Utility pursuant disclosing party. E. The Agent agrees that they shall keep all stockholder nonpublic personal financial information ("Personal Data") confidential and will not disclose or use such Personal Data except to provisions of the extent necessary to carry out its obligations under this Agreement under which information is to be provided to that Responsible Utility and as required for settlement in compliance with all applicable laws and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5regulations. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 11.1. Each Party shall: (a) Except Use the Confidential Information of the other Party only for the exercise of its rights and proper performance of its duties under this Agreement; (b) Not without the disclosing Party’s written consent disclose or permit the disclosure of the other Party’s Confidential Information to any third party except to third parties that have a need to know the Confidential Information to perform the receiving Party’s obligations or exercise its rights under this Agreement; (c) Take all necessary and proper security precautions (and at least as may great as those it takes to safeguard its own confidential information) to safeguard every part of the Confidential Information to prevent it from being disclosed or otherwise be required made available to any third party except as permitted by applicable lawthis Agreement; (d) Without keeping any copies, delete or deliver to the disclosing Party, within three (3) days of receipt of a request to do so made at any time, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material Information which it holds of the providing Party and will be kept confidential by other Party, except to the extent that the receiving Party requires such Confidential Information to exercise its rights under this Agreement; and (e) Have each implemented and used solely shall maintain an information security program including administrative, technical and physical measures that secure and protect the confidentiality, integrity and availability of all Confidential Information and personal data of the other Party while in such Party’s possession against unauthorized, unlawful or accidental access, disclosure, transfer, destruction, loss or alteration. 11.2. The receiving Party may disclose Confidential Information of the disclosing Party to those of its employees, officers and professional advisers who need to have access to it for purposes the exercise of its rights and proper performance of its duties under this Agreement, provided that before disclosure is made, the receiving Party shall have obtained from such employees, officers and professional advisers binding obligations of confidentiality no less onerous than those set out in this Agreement. The receiving Party undertakes to enforce such confidentiality obligations and to be responsible for breaches of such confidentiality obligations by such persons. 11.3. The provisions of Section 11 shall not apply to Confidential Information will not include information that is or becomes available that: (a) Was known to the receiving Party or in its possession before that information was received from, or from some person on behalf of, the disclosing Party and without an obligation of confidentiality with respect to such information owed to Discloser; (b) Is in or enters the public domain through no breach of this Agreement, information that was previously known Agreement by the receiving Party without or any obligation to hold it in confidenceperson on its behalf, information provided that this Section 11.3 shall only apply from the date that the relevant Confidential Information enters the public domain; (c) The receiving Party receives from a third party who may disclose without similar obligations of confidentiality in circumstances where the third party did not obtain that information without as a result of a breach of law an obligation of confidentiality to the disclosing Party; (d) Is required to be disclosed to comply with legal process or agreementbinding order of any court of competent jurisdiction or any government body, information agency or regulatory body, provided that the receiving Party develops independently without using the Confidential Information, and information that shall (i) give the disclosing Party approves as much written notice of the disclosure as it reasonably can to enable the other Party to seek a protective order or other action protecting the Confidential Information from disclosure; (ii) disclose only such information as is required by the governmental entity and consult with the disclosing Party with a view to agreeing the timing and content of any such disclosure; and (iii) use reasonable efforts to obtain confidential treatment for release in writingany Confidential Information so disclosed; and (e) Is independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party. 11.4. The If this Agreement is terminated, the receiving Party shall keep such information confidential and shall limit promptly return or destroy at the disclosure request of any the disclosing Party all Confidential Information of the disclosing Party, except to the extent that the receiving Party requires such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with exercise any rights that survive termination or expiration of this Agreement. 11.5. The receiving Party confidentiality obligations under this Section shall assure that personnel within its organization read survive expiration or termination of this Agreement and comply be effective for a period of five (5) years after such expiration or termination (except with respect to any trade secrets, in which case such obligations will be perpetual). 11.6. Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties 11 shall use all reasonable efforts to maintain survive the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process expiry or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions termination of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5reason whatsoever. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except Subject to the duty of Manager or Client to comply with Applicable Law, each party hereto shall treat as may otherwise be required by applicable law, confidential all information and data provided by with respect to the Parties to one another other party received pursuant to this Agreement and marked “Confidential” Agreement. No party shall use or otherwise identified with specificity in writing disclose the other party’s confidential information except as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential contemplated by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include Manager shall establish and maintain reasonable procedures to keep Investment Reports, the information that is or becomes available supplied by Client to Manager for the Investment Reports and other non-public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information provided hereunder confidential and shall limit the to prevent disclosure of or distribution to any such Confidential Information Person other than to only those personnel within its organization with responsibility for using Client’s Representatives or to Manager’s Representatives or Manager’s service providers who have a reasonable need to know or have access to such information in connection with this Agreementproviding services hereunder; provided that Manager may include information from such Investment Reports when presenting Manager’s performance as long as Client is not identified as the source of such information. The receiving Party shall assure that personnel within its organization read and comply Manager will be responsible for compliance with the provisions terms of this Section 12.5 Article V by its Representatives. Investment Reports provided by Manager to Client are privileged and any Confidentiality Agreement implementing this Section 12.5may include proprietary information. The Parties shall use all reasonable efforts to maintain Investment Reports will be used solely for the confidentiality purpose of monitoring and evaluating the performance of the Confidential Information Account and for use by Client in testing the Account Assets for regulatory compliance and similar purposes. Client shall establish and maintain reasonable procedures to keep Investment Reports confidential and to prevent disclosure or distribution to any litigationPerson other than to Client’s Representatives who have a reasonable need to know or have access to such Investment Reports in connection with the receipt of services hereunder. Client will be responsible for compliance with the terms of this Article V by its Representatives. Each party hereto will obtain the other party’s approval before sending or making available any Investment Report to third parties. If a party is required by Applicable Law or requested (by legal process, shall civil investigative demand or similar process) to disclose any confidential information of the other party, the party being required or requested to make such disclosure will promptly notify the providing Party of any attempt by a third other party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use so that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party party may seek an opportunity to obtain a appropriate protective order or other relief to prevent or limit disclosure of the Confidential Informationwaive compliance with this confidentiality covenant. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) 5.1 In the event that ANSYS and the Customer have separately entered into a confidentiality agreement regarding the exchange of information in connection with the Services, then the terms of that separate confidentiality agreement shall govern the disclosure and use of confidential information between the parties and not this Section 5. 5.2 Except as set forth in Section 5.1, any information that may otherwise be required exchanged between ANSYS and the Customer pursuant to the Service Terms, are subject to the terms as set forth herein. 5.3 The parties agree to preserve in confidence all Confidential Information of the other party and not to use, or disclose to any person, such Confidential Information while the Service Terms are in effect, and thereafter except upon the disclosing party’s authorization, and except for internal purposes confined to the necessary administration and performance of the Service Terms. For purposes of the Service Terms, "Confidential Information" shall mean information disclosed by applicable lawthe disclosed party and relating to the Services, all including trade secrets, business and technical information and data provided data, or which, although not related to the Services, is nevertheless disclosed as a result of the Parties' discussions in that regard, and which, in any case, is disclosed by the Parties disclosing party or its affiliates to one another pursuant to this Agreement and marked “Confidential” the receiving party or otherwise its affiliates in document, electronic media, or other form bearing an appropriate legend indicating its confidential or proprietary nature, or which, if initially disclosed orally or visually is identified with specificity in writing as confidential at the time of disclosure and a written summary thereof, also marked with such a legend, is provided to the receiving party within 15 (“Confidential Information”fifteen) shall be treated as confidential and proprietary material days of the providing Party initial disclosure. In all cases, Confidential Information shall include any source code, development-level documentation, and similar technical information pertaining to ANSYS's software, which will at all times be kept confidential by protected through the highest commercially reasonable standard of care. The receiving party may provide Confidential Information to employees and contractors of its affiliates or to subcontractors provided that such disclosure is reasonably necessary to carry out the purpose of this Service Terms and provided that the receiving Party and used solely for purposes party has a confidentiality agreement in place with such subsequent recipients of this Agreement. Confidential Information will requiring such employees, contractors, and subcontractors to protect the Confidential Information to the same degree as the receiving party under these provisions. 5.4 Confidential Information does not include information already in the public domain, or that is or becomes available independently developed by a party without reference to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the other party’s Confidential Information, and information or that is in the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality rightful possession of the Confidential Information in any litigationother party at the time of its disclosure, shall promptly notify the providing Party or that is disclosed as a matter of any attempt right by a third party to obtain after the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure execution of the Confidential Information. (b) The Parties may provide Service Terms, or that enters the public domain other than by the unauthorized acts of the receiving party. Within 30 days of the disclosing party’s request, all materials or media containing any Confidential Information (iincluding any information, records, and materials developed on the basis thereof) will be either returned or destroyed by the receiving party, and the receiving party agrees to certify its compliance with such obligation upon the Responsible Utility pursuant request of the disclosing party. 5.5 Excluding trade secrets, the obligations of confidentiality set forth herein shall expire five (5) years from the date of first disclosure. The obligations of confidentiality with respect to provisions of this Agreement under which trade secrets shall survive until such time as such information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on no longer a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5trade secret. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Confidential Information of a party that is disclosed by that party (athe “Discloser”) to the other party (the “Recipient”) is subject to the terms of this Confidentiality clause. You Confidential Information that is Personal Data is also subject to the XXX.xxx Privacy Policy. Except as expressly permitted in this clause or the XXX.xxx Privacy Policy neither of us may otherwise be required by applicable law, all information and data provided by disclose the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. other’s Confidential Information will not include except to our employees, and to third parties who need to know the information that is to represent or becomes available advise the Recipient with respect to the public through no breach subject matter of this Agreement, information provided that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a all employees and third party who may disclose recipients must be bound by written confidentiality obligations covering the Confidential Information that information without breach are at least as stringent as those stated in this Agreement. Neither party shall use the other party’s Confidential Information except in connection with the performance of law its obligations or agreementexercise of its rights under this Agreement. However, information Recipient shall not be in violation of this Section if it discloses or uses Discloser’s Confidential Information to comply with a legal requirement, such as a subpoena or preservation order, or to bring or defend a claim in an adjudicatory proceeding, provided that Recipient has limited its disclosure to only that Confidential Information reasonably necessary in light of circumstances. Each Party agrees to use reasonable care to protect the receiving Party develops independently without using other party’s Confidential Information from unauthorized use and disclosure. Each party agrees not to reverse engineer, decompile, or disassemble the other party’s Confidential Information, except as permitted by applicable law and information then on advance written notice of at least thirty (30) days to the other party. Each party shall return or destroy the other party’s Confidential Information on expiration or termination of this Agreement or earlier on request of the other party, provided that a party may retain the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such other party’s Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts extent reasonably necessary to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party reasonable and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility customary business records and as required for settlement legal or regulatory compliance consistent with Recipient’s reasonable and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreementcustomary practices, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors provided that the use of the Unit and potential purchasers archived records is limited to legal or regulatory compliance. On request of interests in a Unit; andparty, (iv) the other party shall sign a certificate stating that it has complied with the requirement to return or destroy the other party’s Confidential Information as required for settlement and billingby this Section. If you are an entity, to Scheduling Coordinators responsible for paying for services provided under this Agreementthe certificate must be signed by your officer having the authority of a corporate vice president or greater. As a condition to receiving any Retained Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be remains subject to the non-disclosure and other obligations contained in requirements of this Section 12.5and the XXX.xxx Privacy Policy. Each party is responsible for a breach of this Section by its agents or representatives or any other person to whom it discloses the Discloser’s Confidential Information. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise expressly permitted in this Section 7, each party shall keep confidential and not disclose to any third party (except to any consultants, subcontractors or unaffiliated third parties with a need to know that agree to be required by applicable lawbound in writing to the confidentiality provisions set forth in this Agreement), all information and data provided by or use for its own benefit or for the Parties to one another pursuant to benefit of any third party during the term of this Agreement and marked “Confidential” thereafter, any Confidential Information disclosed by the other party to it or otherwise identified with specificity in writing as confidential at obtained during the time course of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of its performance hereunder or the providing Party and will be kept confidential by the receiving Party and used solely for purposes negotiation of this Agreement. Each party shall secure and protect the Confidential Information will of the other in the same manner as it would secure and protect its own Confidential Information, but in no event using less than a reasonable duty of care. Each party shall limit disclosure of Confidential Information to only those employees that have a need to know such information and shall take appropriate action by instruction or agreement with such employees to assure fulfillment of its obligations hereunder. Each party shall cooperate with and assist the other in identifying and preventing any unauthorized use, copying or disclosure of the Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by law, a court or other governmental body, or pursuant to any applicable securities exchange requirement without consent of the disclosing party; provided that the receiving party gives the disclosing party advance notice of such requirement to enable the disclosing party to seek a protective order or other confidential treatment if possible. Nothing herein shall restrict either party form disclosing to a third party that it has a relationship with the other party and that it is subject to confidentiality obligations. The obligations in this Section 7 do not include information apply to information, whether or not designated as confidential or proprietary, that (a) is or becomes generally available to the public through no breach of this Agreementact or failure to act by the receiving party, information that was previously (b) is already known by the receiving Party without any obligation party at the time of receipt as evidenced by its competent written records in existence at the time of disclosure, (c) is provided to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party not bound by an obligation of confidentiality, as matter of right and without restriction on disclosure, (d) is independently developed by the receiving party without access to obtain the disclosing party’s Confidential Information through legal process as evidenced by the receiving party’s competent written records in existence at the time of disclosure, or otherwise. A Party or (e) is disclosed to a third party beneficiary by the disclosing party without a similar nondisclosure restriction. SubVAD acknowledges that privacy obligations under Article 9 which has received Confidential the law, including without limitation Customer Proprietary Network Information (or “CPNI”) regulated by the Federal Communications Commission (“FCC”), may use prevent the provision of certain customer information to SubVAD. Notwithstanding the foregoing, and only to the extent that information in litigation or regulatory proceedings related it is necessary to implement the relationship contemplated and developed pursuant to this Agreement but only after notice between the parties, SubVAD is appointed (except with regard to the other Party business model reflected herein) as its limited agent for the sole purpose of receiving, safeguarding and affording the other Party an opportunity to obtain a protective order or other relief to prevent or utilizing CPNI, Personal Information, and/or Subscriber Information (collectively, “Customer Information”). If SubVAD comes into possession of Customer Information, SubVAD shall adopt effective technical, physical and organizational measures that safeguard and limit disclosure of Customer Information solely to SubVAD’s personnel with a need to know such Customer Information for the Confidential Information. performance of work under this Agreement and to the Verizon customer whose Customer Information is to be disclosed; provided, however, that Verizon Call Detail Information may not be disclosed to Verizon customers/Subscribers unless this Agreement is amended to specifically authorize such disclosure. If such disclosure is authorized under this Agreement, before Call Detail Information may be disclosed to the Verizon customer/Subscriber, SubVAD must verify the identity of the Verizon customer/Subscriber in accordance with FCC rules on the safeguarding of call detail (b) The Parties may provide any Confidential see FCC 07-22, Report and Order and Further Notice of Proposed Rulemaking, CC Docket No. 96-115), and confidential guidelines that will be provided to SubVAD in a secure manner. Except and solely as provided in this subsection and this Agreement, SubVAD shall have no other power, express or implied, to act for or on behalf of VAD or Verizon. In the event Company uses subagents (which must be approved in advance in writing by VAD), SubVAD represents and warrants that it will adopt technical, physical and organizational measures that safeguard and limit disclosure of Customer Information solely to those: (i) having the same agency relationship with SubVAD as is granted to the Responsible Utility pursuant to provisions of SubVAD in this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; Section 7 (ii) who have a need to any entity with audit rights know such Customer Information for the performance of the duties under Section 12.2 or review rights specified in other provisions of this Agreement, : (iii) on a need-to-know basiswho agree, in advance, in writing, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit be bound by this Agreement; and potential purchasers of interests in a Unit; and, (iv) as who are bound under the terms of a written agreement with Company to safeguard such Customer Information from unauthorized use and disclosure. This appointment supersedes any and all prior appointments, and it may be revoked and terminated by Verizon or VAD, in its sole discretion, effective immediately, by written notice to SubVAD. SubVAD will successfully complete all Verizon-required for settlement or VAD-required CPNI training and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving certify that all of its employees and any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N subagents have taken and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5successfully completed such CPNI training. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as 8.1.1 The Parties agree that it may otherwise be required by applicable law, all information and data provided by the Parties to one another necessary pursuant to this Agreement, from time to time, to disclose to each other confidential and proprietary information, including without limitation, inventions, trade secrets, specifications, designs, data, know-how and other proprietary information, processes, services and business of the disclosing Party. The foregoing together with the terms of this Agreement and marked shall be referred to collectively as “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Additional Confidential Information”. The Parties also agree that it may have been necessary to disclose to each other Confidential Information (as defined in the SSDA) pursuant to the MS R&D Agreements and the Elan License Agreement. Together Additional Confidential Information and Confidential Information shall be treated referred to collectively as confidential “Proprietary Information”. 8.1.2 Save as otherwise specifically provided herein, and proprietary material subject to Clause 8.2 and 8.3, each Party shall disclose Proprietary Information of another Party only to those employees, representatives and agents requiring knowledge thereof in connection with fulfilling the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of Party’s obligations under this Agreement, information that was previously known by the receiving and not to any other third party. Each Party without any obligation further agrees to hold it in confidenceinform all such employees, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, representatives and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality agents of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party terms and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which relating to Proprietary Information and their duties hereunder and to obtain their agreement hereto as a condition of receiving Proprietary Information. Each Party shall exercise the same standard of care as it would itself exercise in relation to its own confidential information is to be provided to that Responsible Utility and as required for settlement and billing; (iibut in no event less than a reasonable standard of care) to protect and preserve the proprietary and confidential nature of the Proprietary Information disclosed to it by another Party. Each Party shall promptly, upon request of another Party, return all documents and any entity copies thereof containing Proprietary Information belonging to, or disclosed by, such Party, save that it may retain one copy of the same solely for the purposes of ensuring compliance with audit rights under Section 12.2 or review rights specified in other provisions this Clause 8. 8.1.3 Any breach of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors Clause 8 by any person informed by one of the Unit and potential purchasers of interests in Parties is considered a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected breach by the inadvertent disclosure of Confidential Information by either PartyParty itself.

Confidentiality. 1. The Contractor and DHS each acknowledge that the other possesses and will continue to possess confidential information that has been developed or received by it. As used in this section, “confidential information” of the Contractor must mean all non-public proprietary information of the Contractor (aother than confidential information of DHS as defined below) Except as may otherwise be required which is marked confidential, restricted, proprietary or with a similar designation. Confidential information of DHS must mean any information which is retained in confidence by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” DHS (or otherwise identified required to be held in confidence by DHS under applicable federal, state and local laws and regulations) or which, in the case of tangible materials provided to the Contractor by DHS under its performance under this Agreement, is marked as confidential, proprietary or with specificity in writing as a similar designation by DHS. Confidential information includes information made privileged or confidential under federal and state laws and excludes any information (including this Agreement) that is publicly available under the Michigan Freedom Of Information Act. 2. DHS and the Contractor will each use at least the time same degree of disclosure (“Confidential Information”) shall be treated as care to prevent disclosing to third parties the confidential and proprietary material information of the providing Party other as it employs to avoid unauthorized disclosure, publication or dissemination of its own confidential information of like character, but in no event less than reasonable care. Neither the Contractor nor DHS will (i) make any use of the confidential information of the other except as contemplated by this Agreement, (ii) acquire any right in or assert any lien against the confidential information of the other, or (iii) if requested to do so, refuse for any reason to promptly return the other party’s confidential information to the other party. Each party will limit disclosure of the other party’s confidential information to employees and will be kept confidential by subcontractors who must have access to fulfill the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential InformationDisclosure to, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure use by, a subcontractor is permissible where (A) use of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary subcontractor is authorized under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iiiB) on the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor’s scope of responsibility, and (C) the Contractor obligates the subcontractor in a need-to-know basiswritten contract to maintain DHS’s confidential information in confidence. At DHS’s request, any employee of the Contractor and of any subcontractor having access or continued access to DHS’s confidential information may be required to execute an acknowledgement that the employee has been advised of the Contractor’s and the subcontractor’s obligations under this section and of the employee’s obligation to the Contractor or subcontractor, as the case may be, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors protect the confidential information from unauthorized use or disclosure. Promptly upon termination or cancellation of the Unit and potential purchasers of interests in a Unit; and, (iv) as required this Agreement for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5reason, the recipient shall execute a Confidentiality Agreement in Contractor must certify to DHS that the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Contractor has destroyed all DHS confidential information. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 4.1.1 Pfizer and Peptide each recognise that the other's Confidential Information constitutes highly valuable, confidential information. Subject to, the obligations set forth in sections 4.2 and 4.3, Pfizer and Peptide each agree that during the term of this Agreement and for seven (a7) Except as may otherwise be required by applicable lawyears thereafter, it will keep confidential, and will cause its Affiliates to keep confidential, all information and data provided by Peptide Confidential Information or Pfizer Confidential Information, as the Parties case may be, that is disclosed to one another it, or to any of its Affiliates pursuant to this Agreement. Neither Pfizer nor Peptide nor any of their respective Affiliates shall use such Confidential Information except as expressly permitted in this Agreement. 4.1.2 Pfizer and Peptide each agree that any disclosure of the other's Confidential Information to any officer, employee or agent of the other party or of any of its Affiliates shall be made only if and to the extent necessary to carry out its responsibilities under this Agreement and marked “Confidential” or otherwise identified shall be limited to the maximum extent possible consistent with specificity in writing such responsibilities. Pfizer and Peptide each agree not to disclose the other's Confidential Information to any third parties under any circumstance without written permission from the other party. Each party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of each other's Confidential Information as confidential at it would customarily take to preserve the time confidentiality of disclosure (“its own Confidential Information”) shall be treated as confidential and proprietary material of . Each party, upon the providing Party and other's request, will be kept confidential by return all the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available disclosed to the public through no breach of other party pursuant to this Agreement, information including all copies and extracts of documents, within sixty (60) days of the request upon the termination of this Agreement except for one (1) copy which may be kept for the purpose of complying with continuing obligations under this Agreement. 4.1.3 Pfizer represents that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach all of law or agreement, information that the receiving Party develops independently without using the Confidential Informationits employees, and information that any consultants to Pfizer, participating in the disclosing Party approves for release in writing. The receiving Party Research Program who shall keep such information confidential have access to Peptide Technology or Joint Technology and shall limit the disclosure of any such Peptide Confidential Information are bound by agreement to only those personnel within its organization with responsibility for using maintain such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationconfidence. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except 7.1 Each Party shall hold all Confidential Information received from the other Party in strictest confidence and shall use the same level of care to prevent any unauthorized use or disclosure of such Confidential Information as may otherwise it exercises in protecting its own information of similar nature. The Parties shall not disclose any Confidential Information received from the other Party to any third party without the prior written consent of the other Party. 7.2 The Confidential Information shall be required by applicable law, all information and data provided by supplied to the Parties to one another pursuant to in written form and shall be identified as being confidential and disclosed under the provisions of this Agreement and marked “Confidential” or otherwise identified with specificity Agreement. Any information that is disclosed in oral form shall be confirmed in writing within sixty (60) days after disclosure and be deemed included as confidential at Confidential Information within the time scope of disclosure (“this Agreement. 7.3 Each Party shall have the right to disclose the Confidential Information”) shall be treated as confidential and proprietary material Information of the providing other Party to the minimum number of those officers and will be kept confidential by employees who need to know it for the receiving Party and used solely for purposes of this Agreement. Such disclosure is allowed only on condition that the persons to whom the Confidential Information will be disclosed shall be, by law, contract or other undertaking, under confidentiality obligations corresponding to those set out in this Agreement. 7.4 The disclosing Party retains all rights to its Confidential Information. 7.5 The confidentiality obligations of this Agreement shall not include information that apply to: a) Confidential Information which at the time of the disclosure is or becomes available to in the public through no domain; or b) Confidential Information which, after disclosure, becomes part of the public domain otherwise than by breach of this Agreement, information that was previously known ; or c) Confidential Information which can be established by reasonable and competent proof to have already been in the receiving Party without any obligation Party's possession prior to hold it in confidencedisclosure and was not acquired, information that the receiving Party receives directly or indirectly, from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingParty; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.or

Confidentiality. Manager and Company each may have access to and receive disclosure of certain confidential and proprietary information relating to the other party (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential ). Through and proprietary material including the two-year anniversary of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach termination of this Agreement, information that was previously known by the receiving Party without any obligation each party agrees to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of protect the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt disclosed or provided by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party party from any use, distribution or disclosure except as permitted herein. Each party shall use the same standard of care to protect said information as is used to protect its own confidential and affording the other Party an opportunity to obtain proprietary information, but under no circumstance less than a protective order or other relief to prevent or limit disclosure reasonable standard of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreementcare. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected include: (a) any information that becomes generally known or available to the public, through no act or omission on the part of the receiving party; (b) any information authorized by the inadvertent disclosure other party in writing to be disclosed without restriction; (c) any information the receiving party lawfully obtains from any source other than the disclosing party; provided that such source is not in breach of a professional or written obligation of confidentiality with respect to such information, or (d) is independently developed by the receiving party without access to any Confidential Information of the disclosing party. Each party may disclose Confidential Information to its employees, agents and consultants that have a need to know such Confidential Information (provided that such disclosure is subject to a confidentiality agreement at least as restrictive as this Section 10.1), and may disclose Confidential Information if and when required to do so by either Partyany court of competent jurisdiction, government agency or litigation party pursuant to written court order, subpoena, regulation or process of law; provided that the disclosing party shall provide, if legally permissible, the other party with prompt written notice of such written order, subpoena, regulation or process of law in order to enable the other party to seek a protective order with respect to any Confidential Information.

Confidentiality. (a) Except as may otherwise 13.1 ³Confidential Information´is proprietary information disclosed by one party to the other related to the disclosing party, this Agreement, or the Products. In addition, business plans, pricing information, software in human-readable form, and any other information that, by its nature or on its face, reasonably should be required by applicable law, all information and data provided understood by the Parties receiving party to one another pursuant to this Agreement and be confidential will be considered Confidential Information whether or not it is so marked. Otherwise, Confidential Information disclosed in documents or other tangible form must be clearly marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“disclosure, and Confidential Information”) shall Information disclosed in oral or other intangible form must be treated identified as confidential and proprietary material at the time of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. disclosure. 13.2 Confidential Information will does not include information that is or becomes available without restriction through no wrongful action or inaction. 13.3 $OO &RQILGHQWLDO ,QIRUPDWLRQ UHPDLQV WKH GLVFO request, all Confidential Information (other than materials that have been licensed to the public through no breach of this Agreement, information that was previously known by recipient and with respect to which the receiving Party without any obligation recipient is in full compliance with its obligations) will be destroyed or returned to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information party, less a single archival copy which may be used only to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings address disputes related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the that Confidential Information. 13.4 (b) The Parties DFK SDUW\ ZLOO XVH UHDVRQDEOH HIIRUWV XX XX Information to third parties and its employees who do not have a need to know but may provide any disclose Confidential Information (i) to the Responsible Utility pursuant to provisions extent compelled by process of law, provided that the disclosing party is given advance written notice (unless providing such notice is prohibited by law). Confidentiality obligations under this Agreement with respect to business plans, pricing information and software in human-readable form will continue indefinitely. Otherwise, confidentiality obligations under which information this Agreement will end three years after the date of disclosure. Protection of Personal Data is set forth in Section 8. 13.5 Either party may disclose Confidential Information to be its accountants, lawyers, and other professional advisors; and to its affiliates, consultants, and contractors who have a need to know it to further permitted use of the Service; provided that each agrees in writing to that Responsible Utility and as required for settlement and billing; (ii) to any entity confidentiality obligations consistent with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a needincluding its intellectual property and confidentiality provisions. The disclosing party is an intended third-to-know basis, party beneficiary of any such agreement and will have the right to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5directly enforce it. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by Each party shall hold the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (following “Confidential Information”) shall be treated ” in strict confidence and not disclose the same to any other person or entity except as provided herein: each other’s proprietary and confidential records and proprietary material information, including but not limited to all information, pricing and terms relating to or contained in this Agreement; the content of all negotiations and other discussions regarding contract terms, conditions and pricing; all service and product data, trade secrets, financial data, pricing, business plans and any other information or technology received from the other party in implementing this Agreement; the confidential information of vendors and other third parties disclosed to the receiving party as part of the providing Party and will be kept confidential by the receiving Party and used solely for purposes provision of Services under this Agreement. ; all personally identifiable information of a party’s employees, agents, patients and customers; and all information derived from the foregoing. 21.1 Notwithstanding the above: 21.1.1 A party may disclose Confidential Information will not include information as required by law, provided that is or becomes available such disclosing party provides reasonable prior notice to the public through no breach of this Agreement, information that was previously known by other party to enable such other party to attempt to prevent or limit the receiving Party without any obligation to hold it disclosure and the disclosing party assists the other party upon request in confidence, information that seeking relief from or limiting the receiving Party receives from a third party who disclosure. 21.1.2 SHP may disclose that information without breach of law or agreementcontract terms, information that the receiving Party develops independently without using the conditions and pricing terms, as well as other Confidential Information, including vendor and information other third party confidential information, to those parties and/or consultants not already mentioned above that SHP has or will contract with or retain in the disclosing Party approves for release course of managing its business, provided those parties/consultants agree in writing. The receiving Party writing that they shall keep such information confidential and shall limit the disclosure of any not use or divulge such Confidential Information to only those personnel within its organization with responsibility any third party except as necessary for using such information in connection with this Agreement. The receiving Party shall assure the discharge of their obligations to SHP or as required by law. 21.1.3 SHP may disclose contract terms, conditions and pricing terms, as well as other Confidential Information to state and federal agencies, including but not limited to the California Department f Managed Health Care, that personnel within its organization read have regulatory authority for licensing and comply compliance oversight of SHP operations. 21.1.4 A party may disclose Confidential Information with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality prior written consent of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationparty. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 8.1 The Parties agree to take every possible measure to keep confidential of the materials and information (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) they have knowledge of or access to hereunder. Without prior written consent of the other Parties, no Confidential Information shall be treated disclosed, given or transferred to any other third party. Once this Agreement terminates, the Parties shall return the documents, materials and/or software carrying Confidential Information to the original owner or destroy them as confidential required. The Parties shall also remove the Confidential Information from any memory device and proprietary material of shall never use it again. The Parties shall take necessary measures to ensure that the providing Party Confidential Information to be disclosed to staff, agents and will be kept confidential by consultants so far as is necessary for performing their duties solely, and urge these personnel to comply with the receiving Party and used solely for purposes of obligations as to confidentiality under this Agreement. The Confidential Information will not include herein refers to any relevant contracts, agreements, memorandum of understanding, appendices, drafts or notes (including this Agreement) for the purpose of this Agreement as well as any form of trade secrets, exclusive information and other data and information that Any Party, their clients, customers, consultants, sub-licensee or affiliated enterprises have taken measures to keep confidential. The Confidential Information includes but is not limited to oral or becomes written materials, Any Party’s software, web catalogue, business plans and conceptions, product development, invention, service design, creative design, graphics, texts, audio, video, multi-media information, client data, market data, financial data, R&D information as well as intellectual or industrial property in relation to this Agreement owned by Any Party, including those information deemed or taken confidential by Any Party, its clients, customers, consultants, sub-licensee or affiliated enterprises. 8.2 The above-mentioned restrictions do not apply in the following situations: 8.2.1 the information available to the public through no breach as of the date of disclosure; 8.2.2 the information available to the public after the disclosure not due to the fault of any party; 8.2.3 the information that can be proved already held by any party prior to the disclosure which is not obtained directly or indirectly from other parties; 8.2.4 The above-mentioned confidential information disclosed by any party, as its duty in accordance with laws, to governing administrative authorities, stock exchanges, etc., or to its direct legal counsels and financial consultants for the purpose of maintaining its normal operation. 8.3 This article shall remain effective irrespective of the amendment, rescission or termination of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except 18.1 Each party may, from time to during the terms of this Agreement, obtain confidential and proprietary information of the other Party in connection its operation. The Technical Documentation shall by way of example but without limitation be considered as may otherwise be required by applicable law, all confidential information and data provided by of Transferor. Each of the Parties to one another pursuant to receiving such information shall, during the term of this Agreement Keep confidential such information, and marked “Confidential” Refrain from disclosing it to any person or entity, except to its employees who need to know such information in order to perform their duties. 18.2 The provisions of Article 18.1 above shall not apply: Information which is in the public domain, Information which is published or otherwise identified with specificity becomes part of the public domain through no fault of the receiving Party, or its directions, officers, employees, agents or representatives, Information which the receiving Party can demonstrate was in writing as confidential its possession at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential was not acquired by the receiving Party and used solely for purposes of this Agreement. Confidential directly or indirectly from disclosing Party on a confidential basis, Information will not include information that is or which becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives on a non-confidential basis from a third party who may disclose that information without breach of law source other than (whether directly or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that indirectly) the disclosing Party approves for release in writingand which source to the best of the receiving Party’s knowledge did not acquire the information on a confidential basis, or Is required to be disclosed by any law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction. The receiving Each Party shall keep advise its directors, senior and other employees receiving such information of the existence of, and the importance to comply with the obligations set forth in Article 18.1. If required by Transferor, Transferee shall execute a separate secrecy agreement with, among other things, provisions similar to those in Article 18.1 and 18.2 above with respect to confidential and proprietary information obtained by Transferee from Transferor. Transferee shall limit formulate rules and regulation to cause its directions, senior staff and other employees also to comply with the disclosure of any such Confidential Information confidentiality obligation set forth in this Article 18.1. Certain key employees shall be required to only those personnel within sign a confidentiality undertaking in accordance with this Agreement. Transferee shall formulate rules and regulation to cause its organization directions, senior staff and other employees also to comply with responsibility for using such information the confidentiality obligation set forth in connection this Article 18.1. Certain key employees shall be required to sign a confidentiality undertaking in accordance with this Agreement. The receiving defaulting Party shall assure that personnel within its organization read and comply with be liable for damages accrued to the provisions affected Party if either Party conducts a breach of any provision of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5Article 18. The Parties shall use all reasonable efforts to maintain the confidentiality payment of the Confidential Information in any litigation, shall promptly notify the providing damages by defaulting Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other affected Party and affording the other Party an opportunity shall be without prejudice to obtain a protective order any rights of actions or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) remedies accrued to the Responsible Utility pursuant to provisions affected Party at the date of this Agreement under which information is to be provided to that Responsible Utility such breach. This Article 18 and as required the rights and obligations set out hereunder shall survive for settlement and billing; (ii) to any entity with audit rights under Section 12.2 one year upon the expiration or review rights specified in other provisions the termination of this Agreement, (iii) on a need-to-know basisor notwithstanding the termination, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors upon the dissolution or the liquidation of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Transferee. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Each Party agrees to hold and maintain in confidence all Confidential Information of the other Party. Each Party further agrees not to disclose any Confidential Information of the other Party to any person or entity except to those of its and its Affiliates5 employees, consultants, agents and advisors who have a need to know, and, in any event, each Party shall be fully responsible for any disclosure or use of the Confidential Information in violation of this Agreement of the other Party by any of its or its Affiliates’ employees, consultants, agents or advisors. Without limiting the foregoing, Confidential Information of the other Party shall not be used except as otherwise permitted by this Agreement, or as may be necessary to exercise any rights or perform any obligations under this Agreement. Nothing contained in this Article 8 shall prevent either Party from disclosing any Confidential Information of the other Party to (a) Except as may otherwise be required by applicable lawRegulatory Authorities for the purpose of obtaining approval to distribute and market an API (or Finished Products), provided, however, that all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all commercially reasonable efforts steps are taken to maintain the confidentiality of the such Confidential Information to be disclosed, (b) to accountants, lawyers or other professional advisors or in any litigationconnection with a merger, shall promptly notify acquisition or securities offering, subject in each case, to the providing Party of any attempt by a third party recipient entering into an agreement to obtain the protect such Confidential Information through legal process from disclosure that is at least as restrictive as the obligations set forth in this Article 8, or otherwise. A (c) is required by Applicable Laws to be disclosed, provided however, that the Party or third party beneficiary under Article 9 which subject to such disclosure requirement has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after provided written notice to the other Party and affording promptly upon receiving notice of such requirement (if legally possible under the circumstances) in order to enable the other Party an opportunity to obtain seek a protective order or other relief to otherwise prevent or limit disclosure of the such Confidential Information. (b) The Parties may provide any . In performing its obligations under this Article 8, each Party shall use at least that degree of care as it would employ in protecting its own Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 from improper use or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5disclosure. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Each Party agrees to hold in confidence for a period commencing with the date hereof and ending five years from the date of Project Completion, except as may be necessary to perform its obligations hereunder, any information supplied to it by the other Party and designated in writing as confidential. Each Party 140 further agrees to require third parties to enter into appropriate non-disclosure agreements relative to such confidential information as may be communicated to them by Contractor or Owner. The provisions of this Section 19.1 shall not apply to information within any one of the following categories: (a) Except as may otherwise be required by applicable law, all information and data provided by which was in the Parties public domain prior to one another pursuant to this Agreement and marked “Confidential” receipt thereof from the other Party or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material which subsequently becomes part of the providing Party and will be kept confidential public domain by publication or otherwise, except by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include Party's wrongful act; (b) information that is or becomes available to the public through no breach of this Agreement, information that was previously known by which the receiving Party without any obligation can show was in its possession prior to hold it in confidence, its receipt thereof from the other Party; (c) information that the receiving received by a Party receives from a third party who may disclose that without a confidentiality obligation with respect thereto; (d) information without breach of law or agreement, information that which the receiving Party develops independently without using the Confidential Informationdeveloped independently; or (e) information which a Party is required by law to disclose; provided, and information however, that the prior to making any such disclosure under clause (e) of this Section 19.1, such disclosing Party approves for release shall: (i) provide the other Party with timely advance written notice of the confidential information requested by such government authority and such disclosing Party's intent to so disclose; (ii) minimize the amount of confidential information to be provided consonant with the interests of the non-disclosing Party and the requirements of the government authority involved; and (iii) at the request and expense of the non-disclosing Party make every reasonable effort (which shall include participation by the non-disclosing Party in writingdiscussions with the government authority involved) to secure confidential treatment and minimization of the confidential information to be provided. The receiving Neither Party shall keep such information confidential publish the terms and conditions of this Agreement or Project technical information, unless the other Party provides its express prior written consent thereto; provided, however, that Owner shall limit the disclosure of any such Confidential Information be permitted to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with disclose, subject to the provisions of this Section 12.5 19.1, such terms and provisions to the Independent Engineer, the Financing Parties and the Utility and otherwise to the extent required to obtain financing for the Facility or to perform its obligations under the Power Purchase Agreement or, upon the termination of this Agreement pursuant to Section 16.2 hereof, to the extent Owner reasonably deems necessary to complete the Services (other than any Confidentiality Agreement implementing such technical information that (1) is proprietary to Contractor, (2) Contractor's established corporate policy prohibits the disclosure of to prime contractors, subcontractors or any other third parties that are similar to or the same as Owner and its replacement contractor (provided that if such policy allows such disclosure only on restrictive terms and 141 conditions, then Owner shall be entitled to receive such disclosure on substantially similar terms and conditions), and (3) is so competitively sensitive that its disclosure to competitors would reasonably be determined to have a material adverse effect on Contractor). Notwithstanding any other provision of this Section 12.519.1, (a) Owner shall be permitted to summarize the material terms and conditions of this Agreement for purposes of including such summary in any offering statements or similar disclosure documents relating to the financing of the Facility ("Offering Statements") which will be provided to credit rating agencies ("Rating Agency") that may provide a rating for such debt and to prospective purchasers of such debt ("Offerees"); and (b) the Independent Engineer may utilize certain project technical information in a report ("Report") which will be included in such Offering Statement; provided, however, that prior to the distribution of the summary referred to in clause (a) above and the Report referred to in clause (b) above to any Rating Agency or Offerees, Owner shall provide Contractor a copy thereof and Contractor shall have a reasonable period of time to review and provide comments thereon to Owner in the case of the summary and Owner and the Independent Engineer in the case of the Report. Owner shall give due consideration to such comments in finalizing the summary and shall cause the Independent Engineer to give due consideration to such comments in finalizing the Report, in both cases in light of Contractor's interest in protecting its proprietary information and in light of Owner's and the Independent Engineer's disclosure obligations under applicable securities laws. The Parties parties shall use all reasonable efforts attempt in good faith to maintain the confidentiality resolve any disagreements concerning information to be included in such summary or Report. No Offeree shall be given a copy of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain Offeree may inspect a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions copy of this Agreement under which information at the offices of Owner or its designee provided such Offeree has entered into an appropriate confidentiality agreement and such Offeree is to be provided to that Responsible Utility not in competition with Contractor in Contractor's power generation, distribution and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5transmission business. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as 9.1 Each party hereby acknowledges that it may otherwise be required by applicable law, all information and data provided by the Parties exposed to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material information belonging to the other party or relating to its affairs, including, without limitation, source code and design materials for the Licensed Program, business plans, databases, student names and prospective student names, students' personal information, strategies, techniques, and other materials expressly designated or marked as confidential (collectively the "Confidential Information"). CMC's Confidential Information shall include, without limitation, the Licensed Program, Enhancements, Error Corrections, Releases, and information provided in the course of the providing Party performing support services. Customer's databases of student records and will data shall be kept confidential by the receiving Party deemed Customer's Confidential Information. The terms and used solely for purposes of pricing in this AgreementAgreement shall be deemed Confidential Information. Confidential Information will does not include (i) information that is already known or becomes available to independently developed by the recipient; (ii) information in the public domain through no breach wrongful act of this Agreementthe party, or (iii) information that was previously known received by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives a party from a third party who was free to disclose it. 9.2 Each party hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other party's Confidential Information to any person or entity, except to its own employees having a "need to know," and to such other recipients as the other party may disclose that information without breach approve in a signed writing. Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a party use less than due diligence and care. Nothing herein shall prohibit CMC from disclosing Customer's Confidential Information if as a matter of law or agreementa valid court order it is required to do so, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party provided CMC shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall first use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any Customer so that it may attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order limiting disclosure. Neither party shall alter or remove from any software, documentation or other relief to prevent or limit disclosure Confidential Information of the Confidential Informationother party (or any third party) any proprietary, copyright, trademark or trade secret legend. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions 9.3 Recognizing that a breach of this Agreement under Section 9 could result in irreparable harm, for which information is to money damages along would be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5inadequate, the recipient disclosing party shall execute a Confidentiality Agreement be entitled to equitable remedies, including injunctive relief, in the applicable form contained in Schedule N and thereby agree addition to be subject to the non-disclosure and other obligations contained in this Section 12.5damages available at law. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except 8.1 The End-User acknowledges that the Licensed Materials contain intellectual property rights and know-how, system design and proprietary information which is the exclusive and valuable property of Sage and/or it’s Affiliates. Subject to sub-clauses 8.2 and 8.3 the End-User undertakes to treat as may otherwise be required by applicable law, confidential all information contained or embodied in the Licensed Materials and data in any specifications thereof made available to the End-User and shall not save as provided by in sub-clauses 8.2 and 8.3 disclose the Parties same in the whole or in part to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity any third party, other than the Personnel of the End-User as described in writing as confidential at clause 8.2 below, without the time prior written consent of disclosure (“Confidential Information”) the Supplier. 8.2 The End-User shall be treated as permitted to disclose aspects of the Licensed Materials to its Personnel to the extent necessary and to those Personnel having a legitimate need to know. The End-User is responsible for ensuring that such Personnel are made aware, prior to such disclosure, that the Licensed Materials are the confidential and proprietary material of the providing Party Supplier, and will be kept confidential by that such Personnel may not disclose such material to outside third parties but keep the receiving Party and used solely for purposes information confidential. 8.3 The provisions of this Agreement. Confidential Information will sub-clause 8.1 shall not include apply to: 8.3.1 information that is or becomes available to in the public through no domain otherwise than by breach of this Agreement, ; and/or 8.3.2 information that was previously known by already in the possession of the receiving Party without any obligation party prior to hold it in confidence, disclosure with right to use; and/or 8.3.3 information that the receiving Party receives received from a bona fide third party who may disclose that information without breach of obligation to other party hereto, and/or 8.3.4 information which is required to be publicly disclosed by law or agreementby any statutory, governmental or regulatory body having jurisdiction over such party. 8.4 The End-User shall affect and maintain reasonable security measures to safeguard the Licensed Materials from theft, or access by any person other than the Personnel of the End-User in the normal course of their employment or other appropriate contractual arrangement with the End-User. 8.5 Both parties shall treat as confidential all information that obtained from each other which is designated as confidential, or which either party may be told is confidential by the receiving Party develops independently without using other party, or which either party might reasonably expect the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information other to regard as confidential and shall limit not, save as provided in Clauses 8.2 and 8.3, disclose the disclosure of same to any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with third party without the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality prior written consent of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationother. (b) 8.6 The Parties may provide foregoing obligations as to confidentiality shall survive any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement termination under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5howsoever caused. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, Each party expressly undertakes to protect and to preserve the confidentiality of all information and data provided know-how made available under or in connection with this Contract, or the parties’ activities hereunder that is either designated as being confidential, or which, by the Parties to one another pursuant to this Agreement and marked “Confidential” nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or otherwise identified with specificity in writing as confidential at (the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material ). The Sub-Adviser understands that the holdings, performance or any other information regarding the Advisory Account is the property of the providing Party Fund and will may be kept confidential used by the receiving Party and used solely for purposes of this AgreementFund or by RIM as its agent in their discretion, including with respect to RIM’s investment advisory services to the Fund. XXX agrees to treat the Model Portfolio delivered to it by the Sub-Adviser as Confidential Information and agrees not to disclose or redistribute the Model Portfolio without the Sub-Adviser’s prior written consent to such disclosure or redistribution. The Sub-Adviser understands and agrees that the confidentiality obligations contained in this Section 12 will not include information that is in no way limit or becomes available restrict RIM’s or the Fund’s ability to distribute or disclose the holdings of the Advisory Account or any purchases, sales or other transactions with respect to the public through no breach Advisory Account. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of this Agreementcare, information to keep confidential the Confidential Information. Neither party shall disclose Confidential Information except: (a) to its employees, consultants, legal advisors or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that was previously known by prior to such disclosure the receiving Party party shall provide the disclosing party with at least 15 days prior written notice (or, if 15 days prior written notice is not possible given the terms of the order, with prompt verbal notice followed by next day written notice), shall seek, or permit the disclosing party to seek, a protective order or equivalent to the extent one does not already apply, and shall comply with the terms of any such protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without any obligation prior notice to hold it in confidencethe disclosing party, information provided that the receiving Party receives party shall obtain a confidentiality undertaking from a third party who may disclose the regulatory agency where possible; provided further that information without breach of law or agreementwith respect to (b) and (c), information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party party shall keep such information confidential and shall limit the disclosure of any only disclose such Confidential Information as is minimally required to only those personnel within its organization with responsibility for using such information respond to the order or inquiry, based upon the advice of counsel. Neither party will make use of any Confidential Information except as expressly authorized in connection with this AgreementContract or as agreed to in writing between the parties. The However, the receiving Party party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts have no obligation to maintain the confidentiality of information that: (a) it received rightfully from another party prior to its receipt from the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. disclosing party; (b) The Parties may provide the disclosing party discloses generally without any Confidential Information (i) to the Responsible Utility pursuant to provisions obligation of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingconfidentiality; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed to provide confidential treatment to Confidential Information shall not be affected the disclosing party; or (d) is independently developed by the inadvertent disclosure receiving party without reliance upon or use of any Confidential Information by either PartyInformation. Each party’s obligations under this clause shall survive for a period of three (3) years following the expiration or termination of this Contract. Notwithstanding anything herein to the contrary, each party to this Contract may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated hereby.

Confidentiality. (a) Except as may otherwise be required by applicable lawA. Each Party agrees, all information during the Term and data provided by the Parties to one another pursuant to for [***] after termination of this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigationof the other Party. “Confidential Information” shall mean (1) information acquired by Licensee pursuant to Article II Paragraph H; (2) information disclosed to CMCC pursuant to Article II Paragraph K, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process Article III Paragraphs B, C and Article V Paragraphs C, D, E or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that (3) other information in litigation or regulatory proceedings related relevant to this Agreement but that the disclosing Party marks as confidential upon disclosure to the receiving Party. The Parties agree not to disclose the other Party’s Confidential Information to any third-party without the prior written consent of such other Party, and to use such Confidential Information only after notice as necessary to fulfill its obligations, or comply with any laws or in the reasonable exercise of rights granted to it under this Agreement. Furthermore, either Party may disclose Confidential Information of the other Party to (a) its Affiliates, and affording the other Party an opportunity to obtain its and their officers, directors, employees, consultants, and agents in each case who have a protective order specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use, or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant extent such disclosure is required to provisions comply with applicable law or regulation or the order of this Agreement under which information is a court of competent jurisdiction, to be provided defend or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commission, any stock exchange or listing entity; provided, however, that Responsible Utility the receiving Party provides prior written notice of such disclosure to the disclosing Party, to the extent legally permissible, and as required for settlement takes reasonable and billing; (ii) lawful actions to avoid or minimize the degree of such disclosure. Notwithstanding any entity with audit rights under Section 12.2 or review rights specified in other provisions provision of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors each Party may disclose and use Confidential Information of the Unit and potential purchasers of interests in a Unit; andother Party as necessary to file or prosecute patent applications, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or to submit regulatory filings. As a condition Similarly, notwithstanding any other term of this Agreement, and in addition to receiving any (a) and (b) of this Paragraph A, CMCC shall have the right to disclose the nature, terms and copy of the Agreement to oversight bodies of CMCC, such as the institutional review board or conflicts of interest committee, and to disclose the nature of this Agreement (without including financial terms of the license but including reasonable detail about its overall structure, business goals and status of active clinical trials) in its organizational communications. However Confidential Information under this Section 12.5, does not include any portion of the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.which:

Confidentiality. 6.1 Each party will protect the other’s Confidential Information from unauthorized dissemination and use to any third party in accordance with all privacy laws and with the same degree of care that such party uses to protect its own like information, but in no event less than a reasonable degree of care. Neither party will use or disclose the other’s Confidential Information to any third parties except as necessary to directly further the purposes of this Agreement. Each party may disclose the terms and conditions of this Agreement to its employees, affiliates and its legal and financial consultants on a need to know basis as required in the ordinary course of that party’s business, provided that such employees, affiliates and/or legal and/or financial consultants agree in advance of disclosure to be bound by this Section 6, and may disclose Confidential Information as required by government or judicial order, provided each party gives the other party prompt notice of such order and complies with any protective order (aor equivalent) imposed on such disclosure. 6.2 Each party acknowledges and agrees that, due to the unique and valuable nature of the Confidential Information and any other proprietary information and materials of the other party, there can be no adequate remedy at law for any breach by such party of this Section 6, that any such breach may result in irreparable harm to the non-breaching party for which monetary damages would be inadequate to compensate the non-breaching party, and that the non-breaching party shall have the right, in addition to any other rights available under applicable law, to seek from any court of competent jurisdiction preliminary and/or permanent injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under this Section 6, as well as to obtain damages arising from such violation, which rights shall be cumulative. The obligations under this Section 6 shall survive termination or expiration of this Agreement. 6.3 Except as may otherwise be expressly provided in this Agreement and except to the extent required by applicable law, all information and data provided by the Parties to one another pursuant no news releases or other public disclosures relating to this Agreement and marked “Confidential” Agreement, or otherwise identified with specificity in writing as confidential at the time its subject matter (including without limitation, photographs, public announcements or confirmation of disclosure (“Confidential Information”same) shall be treated as confidential and proprietary material made by either party without the prior written consent of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreementother party, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information consent shall not be affected by the inadvertent disclosure of Confidential Information by either Partyunreasonably withheld.

Confidentiality. (a) Except 16.1 The parties and their Associates shall keep strictly confidential, other than disclosures to Associates, legal and financial advisors for purposes related to this Agreement and shall not publish or otherwise divulge or use for any purpose other than as may otherwise be required contemplated by applicable law, all this Agreement: 16.1.1 any confidential information and data provided by received from the Parties to one another other party pursuant to this Agreement and marked “Confidential” except such which: 16.1.1.1 can be shown to have been known to the receiving party prior to disclosure by the providing party, 16.1.1.2 is now, or comes into, the public domain by publication or otherwise identified with specificity in writing as confidential at without the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material fault of the providing Party and will be kept confidential by party seeking exemption from this Clause 15, or 16.1.1.3 is made known to the receiving Party party on a non-confidential basis from another source under no obligation to the providing party. 16.2 The obligations in this Clause 16 shall survive this Agreement. 16.3 Notwithstanding the foregoing, either party may disclose confidential information to governmental agencies or by court order to the extent that this is required by law, regulatory or judicial order, or desirable in proceedings to obtain marketing approval for the Product, to outside consultants, advisers, agents, sub-licensees and used solely for purposes to non-clinical and clinical investigators provided the relevant persons are subject to a secrecy agreement, which mirrors the secrecy agreement of this AgreementClause 16. Confidential Information will not include information In the event that a disclosure is required by law, regulation, or becomes available judicial order, the party obligated to disclose shall promptly inform the public through no breach of this Agreement, information that was previously known by other party about such required disclosure and provide the receiving Party without any obligation other party an opportunity to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law challenge or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure obligations and the party disclosing confidential information pursuant to law, regulation, or judicial order shall take all steps reasonably necessary, including seeking confidential treatment or a protective order to ensure the continued confidential treatment of such information. 16.4 Notwithstanding the foregoing, the Principal may disclose confidential information to SkyePharma and Jagotec as required and in accordance with the Development and License Agreement. Principal warrants that such disclosure is covered by confidentiality agreements with SkyePharma and Jagotec not less stringent than the obligations laid out herein. 16.5 Each of the parties to this Agreement shall be responsible for the imposition of the confidentiality provisions provided for in this Clause 16 upon its own staff, its Associates, consultants and others prior to disclosing any such Confidential Information confidential information in relation to only those personnel within the Product or its organization with responsibility for using such mode of manufacture. 16.6 All written information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions subject matter of this Agreement under which information is to disclosed by either party prior hereto shall be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree deemed to be subject to the non-disclosure and other obligations contained this Clause 16 unless it falls under an exception described in this Section 12.5Clauses 16.1.1.1 through 16.1.1.3. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise 18.1 The Parties agree that Confidential Information shall be required by applicable law, all information and data provided by used solely for the Parties to one another pursuant to purpose for which it was furnished in connection with the performance of this Agreement and marked “Confidential” or otherwise identified with specificity in writing as that they shall each hold confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. all Confidential Information will and not include information that is or becomes available disclose it to the public through no breach of this Agreementany third-parties, information that was previously known by the receiving Party without any obligation to hold it in confidence, information except that the receiving Party receives from a third party who Parties may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using their affiliates, to their auditors and legal advisors and to such information Customer Representatives who need access to Confidential Information to perform their duties in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with At the provisions expiration of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The the Term, the Parties shall use all reasonable efforts to maintain the confidentiality of the return any Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order disclosing party or other relief to prevent or limit disclosure of the destroy such Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent 18.2 Any disclosure of Confidential Information permitted by either Section 18.1 shall only be to the extent that any person who Confidential Information is provided to needs to know the same for the performance of their duties, and shall only be under the condition that such person acknowledges and agrees to be bound by, the confidentiality obligation under this Section. 18.3 The restrictions set out in Sections 18.1 and 18.2 above shall not apply to Confidential Information that: 18.3.1 was previously known to the receiving Party, independent from any disclosure under or in connection with this Agreement and free from any obligation to keep confidential; 18.3.2 is or becomes generally available to the public other than as a (direct or indirect) result of any unauthorised disclosure by the receiving Party or its representatives; 18.3.3 is shown to have been independently developed by the receiving Party; 18.3.4 the Parties agree in writing need not be kept confidential; 18.3.5 is required to be disclosed by law or regulation or by an order of any Governmental Authority. In the case of Section [18.3.4 and] 18.3.5, the receiving Party shall, to the extent legally and practically possible, inform the disclosing Party of the information to be disclosed and the timing and circumstances of such disclosure, providing the disclosing Party with an opportunity to avoid and limit any such disclosure.

Confidentiality. Any information about a party hereto that such party, supplies to the other party to this Agreement, which is not otherwise in the public domain or previously known to the receiving party, shall be regarded as confidential and held in the strictest confidence. Similarly, any information about a party hereto that is generated or recorded by the other party hereto pursuant to this Agreement, which is not otherwise in the public domain, also shall be regarded as confidential and held in the strictest confidence (asuch information, together with the information referenced in the previous sentence, collectively, “Confidential Information”). Confidential Information includes, but is not limited to: the books and records referenced in Section 9 hereof, and any other data, records or other information in any form regarding the securities or other assets held or to be acquired by the Fund, the transactions in securities or other assets effected or to be effected on behalf of the Fund, or financial information or any other information relating to a party to this Agreement. No party may use Confidential Information about the other party, except solely: (i) Except for the legitimate business purposes of the Fund for which the Confidential Information was provided, generated or recorded; or (ii) as specifically agreed to in writing by the other party to which the Confidential Information pertains. No party may disclose to others Confidential Information about the other party, except solely: (i) as may otherwise be required by applicable law, all information and data provided law or compelled by judicial or regulatory authority having competent jurisdiction over the party; or (ii) as specifically agreed to in writing by the Parties other party to one another pursuant which the Confidential Information pertains. Notwithstanding the foregoing, the Fund may disclose Confidential Information regarding the Adviser to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at a third party for the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material legitimate business purposes of the providing Party and will be kept confidential Fund for which the Confidential Information was provided, generated or recorded. Further, no party may trade in any securities issued by another party while in possession of material non-public information about that party or such securities. Lastly, the receiving Party and used solely Adviser may not consult with any other investment advisers of the Fund about transactions in securities or other assets of the Fund, except for purposes of this Agreement. Confidential Information will not include information that is or becomes available to complying with and otherwise fulfilling the public through no breach of obligations under this Agreement, information that was previously known or complying with the 1940 Act or SEC rules or regulations applicable to the Fund. Nothing in this Agreement shall be construed to prevent the Adviser from lawfully giving other persons investment advice about, or lawfully trading on their behalf in, the shares issued by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law Fund or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order securities or other relief to prevent assets held or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected acquired by the inadvertent disclosure of Confidential Information by either PartyFund.

Confidentiality. (a) Except as may otherwise be required A party must not, without the prior written consent of the other party, use or disclose the other party’s Confidential Information unless expressly permitted by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement or required to do so by law or regulatory authority. Each party must implement and marked “Confidential” or otherwise identified with specificity in writing as confidential at maintain effective security measures to prevent unauthorised use and disclosure of the time of disclosure (“other party’s Confidential Information”) shall be treated as confidential and proprietary material . A party may: • use the Confidential Information of the providing Party and will be kept confidential by the receiving Party and used other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement. Confidential Information will not include information that is or becomes available to ; and • disclose the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those its personnel within its organization with responsibility or advisers to the extent necessary for using such them to know the information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with for the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings purposes related to this Agreement but only after notice if reasonable steps are taken to ensure that the confidentiality of the information is retained. Subject to the other Party Price, all work requested by you and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) undertaken by PWD in addition to the Responsible Utility pursuant Services will incur charges additional to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; the Price (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions “Additional Charges”). • As at the date of this Agreement, (iii) on a need-to-know basisthe Additional Charges are $180 / hour + GST; • Minimum charge is half an hour; • Except for agreed and quoted work. Where the Supplier, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors at the request of the Unit Client, provides services in addition to those specified in the Scope of Works, and potential purchasers of interests no Price for those additional services has been agreed to by the parties in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5writing signed by them, the recipient Supplier’s fee for those additional services shall execute be the number of hours (or part thereof) spent by each employee of the Supplier in providing those services multiplied by the Supplier’s hourly rate. You authorise PWD to display your Services in its portfolio, including but not limited to the portfolio displayed on http:// xxx.xxx.xxx.xx, and media releases. You also agree for a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree PWD or our partners logo to be subject placed on the footer of your website and hyperlinked to any of our websites with a “Do Follow” tag. Subject to the non-disclosure full payment of the Price, the Intellectual Property shall be vested in you and other obligations contained in this Section 12.5PWD thereupon assigns the Intellectual Property to you. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as 5.1 This Purchase Agreement is a confidential document that may otherwise not be required by applicable law, all information and data provided by disclosed to third parties without the prior written consent of the other Party. Information that has been or will be exchanged between the Parties to one another pursuant to this in connection with the performance of the Purchase Agreement and marked “Confidential” or otherwise identified with specificity in writing as shall be confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material the Parties may not divulge or otherwise disclose such Confidential Information to any third party. 5.2 For the purposes of this Article of the providing Purchase Agreement third parties include also employees of the Parties who, on the basis of their job classification, do not normally need or have access to documents such as this Purchase Agreement, or who are not committed to the respective Party by a confidentiality obligation at least to the extent of this paragraph. Third parties, however, do not mean external consultants of the Parties who are involved in the business of the respective Party and at the same time are committed to this Party by a statutory or contractual confidentiality obligation at least to the extent of this paragraph. 5.3 Notwithstanding the foregoing, the following will be kept confidential by the receiving Party and used solely not constitute Confidential Information for purposes of this Purchase Agreement. Confidential Information will not include : a) information that which is or becomes available to already lawfully in the public through no breach possession of this Agreementthe receiving Party; or b) information which, information that was previously known after being obtained by the receiving Party without Party, comes within the public domain other than by reason of any obligation to hold it in confidence, information that act or omission of the receiving Party receives from a third party who may disclose that or any other person to whom confidential information without breach of law is disclosed pursuant to this Purchase Agreement; or c) information which is generally available or agreement, revealed to the public; or d) information that which is revealed to the receiving Party develops by a third party, unless such third party is under a duty of non-disclosure; or e) information which the receiving Party or its representatives develop independently without using of the disclosure; or f) information which the Parties agree in writing is not Confidential Information, and information . 5.4 The Parties acknowledge that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure a breach of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by deemed to have occurred in the inadvertent case where a generally binding legal regulation obligates the Party to disclose Confidential Information, or in the case when the disclosure of Confidential Information is required by either Partya governmental or regulatory authority or another body of public authority and such authorities are explicitly entitled to receive such Information under respective legal regulations.

Confidentiality. 7.4.1 The ICP and ICP Staff will be subject to a confidentiality agreement drafted by Google and subject to approval by the Leadership Committee of the States, which shall not be unreasonably withheld, that will ensure the following: (a) Except as may otherwise be required by applicable law, all information The ICP and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and ICP Staff will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of all information and documents provided by Google (“materials”). Such information shall not be disclosed to anyone other than as specified in the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process confidentiality agreement or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential InformationSettlement Agreement. (b) The Parties may provide any Confidential Information (i) ICP and ICP Staff shall maintain the materials securely, and Google shall have the right to approve the Responsible Utility pursuant to provisions of this Agreement under which information is location and safety measures for storage, such approval not to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5unreasonably withheld. (c) The obligation ICP and ICP Staff shall destroy all materials at the conclusion of the ICP’s retention or the length of the Commitment in Section 6 that such material concerns, whichever is earlier. (d) The ICP and ICP Staff may disclose materials if legally required to do so as a result of a Court order, subpoena, or equivalent legal compulsion. But if the ICP or ICP Staff is served with legal process, it shall immediately notify Google and shall give Google an opportunity to object/intervene. 7.4.2 The States agree that all Reports and supporting information, including any ICP Addenda, are highly confidential and cannot be disclosed, other than as may be ordered by a Court in any subsequent proceeding related to this settlement or as otherwise may be required by state law. If a Report or ICP Addendum must be filed with the Court, the States agree that it will be designated “Highly Confidential,” and will be placed conditionally under seal in accordance with Local Rule 79-5. To the extent permitted by state law, the States shall treat any Reports and supporting information as exempt from disclosure under the relevant public records laws of each State and shall otherwise refrain from sharing or disclosing such Reports and supporting information. In the event that a State receives a request seeking disclosure of any of the Reports or supporting information described in this Settlement Agreement and believes that such information is subject to disclosure under the relevant laws of that State, the State agrees to provide confidential treatment Google with at least thirty (30) days advance notice before producing the information, if permitted by the State’s laws. For the avoidance of doubt, if state law does not allow a State to Confidential Information provide notice 30 days in advance of disclosure, that State shall provide whatever advance notice, if any, is permitted under the applicable state law. For the further avoidance of doubt, Google may take appropriate action to defend itself against the disclosure of such information. 7.4.3 Google shall not be affected required to disclose non-public source code or user data containing personally identifiable information absent a showing from the ICP that there is no other feasible way to obtain information reasonably necessary for the ICP to evaluate the accuracy of Google’s Reports. Any such information shall be kept strictly confidential and shall be disclosed to the ICP and/or ICP Staff under terms and conditions that ensure the protection of such information. 7.4.4 Under no circumstances shall Google be required to disclose information that is privileged, including under the attorney-client privilege or information that Google is prohibited from disclosing by law. 7.4.5 Google will provide information protected by an NDA only after providing appropriate notice to the inadvertent disclosure of Confidential Information by either PartyNDA counterparty.

Confidentiality. (a) Except as 10.1. During the performance of this Agreement, the parties may otherwise be required by applicable law, all have access to information and data provided by the Parties that is confidential to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) ). Confidential Information will include, but is not limited to: all technical and business information, including without limitation all Programs and Documentation provided by NetBrain, planning, pricing and offerings for products and services; other product information including, but not limited to, configuration and packaging details; terms and pricing under this Agreement; all information clearly identified or marked as confidential; all information identified elsewhere in this Agreement as Confidential Information; and all information a reasonable person would consider to be confidential, taking into account the circumstances surrounding its disclosure. In addition, any Third Party Software shall be treated included as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this AgreementConfidential Information, whether or not designated as Confidential Information. A party’s Confidential Information will not include information that that: (a) is or becomes available generally known to the public through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party, as can be evidenced by the written record; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as can be evidenced by the written record. 10.2. The parties agree to hold each other's Confidential Information in confidence during the Subscription Period, and for a period of three (3) years thereafter. Notwithstanding the foregoing, Customer will keep the Programs and Documentation confidential indefinitely after termination or expiration of this Agreement; and the parties will maintain each other’s trade secrets confidential for so long as they are trade secrets under applicable law. The parties agree, unless required by law or with the written consent of the other party, not to make each other’s Confidential Information available in any form to any third party for any purpose except to the extent necessary to exercise its rights under this Agreement, and to treat Confidential Information of the other party with the same degree of care with which it would treat its own Confidential Information of a like nature, but in no case with less than a reasonable degree of care. 10.3. It shall not be a breach of this section if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party served with such request promptly notifies the other party in writing and provides reasonable assistance so that the other party may seek a protective order against public disclosure (except to the extent providing such notification is legally prohibited), and in the event such disclosure is necessary, then only the minimum required information may be disclosed. 10.4. Each party agrees to limit the disclosure of Confidential Information to those of its employees and agents who have a need to know such Confidential Information, and each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, information that was previously known by the receiving Party without shall be liable for any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law such disclosure or agreement, information that the receiving Party develops independently without using the Confidential Informationdistribution, and in the event such disclosure is necessary, then only the minimum required information that may be disclosed. 10.5. Each party agrees not to use the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such other party’s Confidential Information to only those personnel within its organization with responsibility for using such information in connection with any purpose other than the performance of this Agreement. The receiving Party Each party shall assure that personnel within its organization read and comply with not disclose the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions terms of this Agreement under which information is to be provided to that Responsible Utility and or the ongoing business relationship initiated by this Agreement except as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 by law or review rights specified in governmental regulation without the other provisions party’s prior written consent, except that each party may disclose the terms of this Agreement, (iii) Agreement on a need-to-know basisconfidential basis to its accountants, to Owner’s Scheduling Coordinatorattorneys, parent organizations, Affiliates, and financial institutions, agents, lessors of the Unit advisors and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5lenders. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, 10.1 The Parties agree that all information and data provided by aspects of the Parties to one another pursuant to contents of this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) Supplement shall be treated as confidential and proprietary material that no information in respect to the content of this Supplement shall be disclosed without the prior written consent of both of the providing Parties except as necessary to implement this Supplement and inform customers and except as otherwise provided in this Article 10. 10.2 The Parties hereby agree to treat all information exchanged between them under this Supplement (hereinafter referred to as "Information") as confidential and agree not to disclose such Information in any manner whatsoever, in whole or in part except as provided in this Article 10. The other Party shall not use any Information other than in connection with the discussions between them and will any transactions resulting therefrom, or for the borrowing of funds or obtaining of insurance, in which case the lenders or insurance companies are obliged to undersign a confidentiality undertaking which has the equivalent content as this Article 10 before receiving the Information. Each Party shall be kept confidential liable to the other Party in respect of any unauthorized disclosure of Information made by the receiving Party lender or by the insurance company to whom it has disclosed Information. 10.3 The Parties will disclose Information only to their directors, employees, professional advisers and used solely agents who need to know such Information for the purposes of providing Roaming services and any transaction resulting therefrom, or for the borrowing of funds or obtaining of insurance and who are informed of the confidential nature of such Information. 10.4 In addition to the above, Information may be transmitted to governmental, judicial or regulatory authorities, as may be required by any governmental, judicial or regulatory authority. ***** Certain information on this Agreementpage has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential Information will not include information that is or becomes available treatment has been requested with respect to the omitted portions. 10.5 For the purposes of the Supplement, Information shall not be considered to be confidential if such Information is: a) in or passed into the public through no domain other than by breach of this Agreement, information that was previously Article; or b) known to a receiving Party prior to the disclosure by the a disclosing Party; or c) disclosed to a receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt restriction by a third party that the Receiving Party believes has the full right to obtain the Confidential Information through legal process or otherwise. A disclose; or d) independently developed by a receiving Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit whom no disclosure of the Confidential Informationconfidential Information relevant to such Information has been made. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 7.1 Each party may from time to time provide to the other party information (a) Except hereinafter “Confidential Information”). For purposes of this Agreement, Confidential Information shall not include: a. information which was known to the receiving party prior to receipt from the disclosing party, as may otherwise be required evidenced by applicable law, all written records; b. information and data provided by which was in the Parties public domain or generally known to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential the trade at the time of disclosure (“receipt from the disclosing party; c. information which enters the public domain or becomes generally known to the trade through no fault of the receiving party; d. information which is disclosed to the receiving party by a third party who is not under an obligation of confidentiality to the disclosing party; e. information which is independently developed by the receiving party without use of the disclosing party’s Confidential Information”) , as evidenced by written records; or f. information which is required to be disclosed by law, regulatory, administrative or judicial order, provide that the receiving party has provided the disclosing party with sufficient advance notice or such disclosure to enable the disclosing party to seek to restrict the public disclosure of such Confidential Information. 7.2 Each party’s Confidential Information shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the other party and shall not be disclosed by such other party for a period that is five (5) years from the expiration or termination of this Agreement. Such Confidential Information shall not be disclosed by such other party other than to its officers, employees, and agents who are engaged in its operations relating to the Product and who have the need to know such Confidential Information for purposes of meeting its obligations under this Agreement and the Quality Agreement. The receiving Party and used solely for party will only use Confidential Information of the disclosing party in the furtherance of the purposes of this Agreement. Either party may use a discloser’s Confidential Information will not include information for the purpose of obtaining and maintaining approvals of a Regulatory Agency or to otherwise meet Legal Requirements with respect to Product. Notwithstanding the foregoing, Confidential Information may be disclosed if it is required to be disclosed in compliance withapplicable laws or regulations, subpoena, court order, or order of such other governmental or regulatory agency having competent jurisdiction; or either party reasonably believes that it is necessary to disclose Confidential Information in connection with any action, suit, or becomes available proceeding before any court or any governmental or other regulatory agency or body, or any arbitral panel; or any audit or investigation brought by any governmental or other regulatory agency or body; or the assertion of any claim against any insurer or other third party; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information. Each party recognizes that any violation of this confidentiality provision would cause the other irreparable harm and agrees that the other party shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction without the posting of any bond or other security, enjoining the disclosing party, its affiliates and their respective officers, directors, employees, and agents from any violation or potential violation of this Article 7. 7.3 All new techniques, discoveries, inventions, processes, and know-how (each a “New Development”) relating to the public through no breach Product which are developed by Bayer during the performance of this AgreementAgreement and which result from access to Cumberland or its Affiliates Confidential Information shall be the property of Cumberland or its Affiliates. Cumberland or its Affiliates shall grant to Bayer a nontransferable, information that was previously known by the receiving Party without any obligation nonexclusive, royalty-free, worldwide, perpetual license to hold it in confidencemake, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreementuse, information that the receiving Party develops independently without using the Confidential Informationsell, and information that offer to sell such New Development(s). This licensing shall expire upon termination of this agreement. Notwithstanding the disclosing Party approves for release in writing. The receiving Party grant of such license, Bayer shall keep not use such information confidential and shall limit the disclosure New Development(s) of any such Cumberland or its Affiliates Confidential Information to only those personnel within compete, or assist third parties in competing, directly or indirectly, with Cumberland or its organization with responsibility for using such information Affiliates in the use or sale of the Product Bayer agrees to cooperate in the filing and prosecution of all New Development(s) patent applications filed by Cumberland or its Affiliates, but Cumberland or its Affiliates shall bear all associated expenses. As to New Development(s) which may be developed by Bayer during the performance of this Agreement which relate to the Product but which do not result from access to Confidential Information of Cumberland or its Affiliates, Bayer grants to Cumberland or its Affiliates a nontransferable, royalty-free, irrevocable, worldwide, nonexclusive license to make, have made, sell, or offer to sell the New Development(s) in connection with this Agreementthe Product. 7.4 Neither party shall use the other’s name or refer to it directly or indirectly in an advertisement, news release, or release to any professional or trade publication without written approval from such party. The receiving Party shall assure that personnel within its organization read and comply parties expressly consent to such disclosure in filings with the Securities and Exchange Commission and the Food and Drug Administration and analogous agencies in other countries. Cumberland or its Affiliates and Bayer agree that the existence and contents of this Agreement shall be maintained in confidence and not disclosed or used for any purpose without the prior written consent of each party, except as otherwise provided herein or required by law. 7.5 The provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties Article 7 shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions survive termination of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5reason. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise 2.1. CONFIDENTIAL INFORMATION disclosed in documentary form shall be required by applicable law, all information and data provided marked “Confidential.” Oral discussions of CONFIDENTIAL INFORMATION shall be reduced to writing by the Parties to one another pursuant to this Agreement disclosing party and a copy marked “Confidential” or otherwise identified with specificity in writing as confidential at provided to the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material receiving party within ** of the providing Party disclosure date. 2.2. The receiving party shall hold all CONFIDENTIAL INFORMATION in strict confidence for a period of ** from the disclosure date; not use said CONFIDENTIAL INFORMATION except a provided in this License Agreement; and will be kept confidential by not disclose, directly or indirectly, said CONFIDENTIAL INFORMATION to others except with the prior written consent of the disclosing party. The receiving party shall use at least the same. degree of care to maintain CONFIDENTIAL INFORMATION secret as the receiving Party party uses in maintaining secret its own confidential information, but always at least a reasonable degree of care. The receiving party shall restrict disclosure of CONFIDENTIAL INFORMATION solely to those of its employees and used solely for consultants having a need to know such CONFIDENTIAL INFORMATION in order to accomplish the purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this License Agreement. The receiving Party Parity shall assure that personnel within also advise its organization read employees and comply with consultants, before they have access to CONFIDENTIAL INFORMATION, of the obligations of the receiving party under this License Agreement, and require such employees and consultants to maintain those obligations. 2.3. Notwithstanding the provisions of this Section 12.5 and Paragraph 2.2, COMPANY shall be entitled, without TEMPLE’s prior written approval, to disclose; any Confidentiality Agreement implementing this Section 12.5CONFIDENTIAL INFORMATION of TEMPLE to the FDA or any other health authority in the world, but only to the extent required by law or regulation to obtain approval to test or market LICENSED PRODUCT. 2.4. The Parties shall use receiving party shall, upon request, by the disclosing party, promptly return all reasonable efforts to maintain written materials or samples of tangible property received hereunder, as well as all summaries thereof and notes pertaining thereto, with the confidentiality exception that one copy of said written materials may be retained by the Confidential Information in receiving party solely for archival purposes. 2.5. Notwithstanding any litigationother provision of this License Agreement, it is recognized by COMPANY that TEMPLE, through the INVENTOR, shall promptly notify have the providing Party right to publish or present publicly the results of any attempt by a third party research concerning LICENSED PRODUCT. However, TEMPLE and the INVENTOR agree to obtain notify COMPANY in writing of any such proposed publication or presentation ** before submission. Should COMPANY, within ** of such notification, advise TEMPLE and the Confidential Information through legal process INVENTOR in writing that it wishes TEMPLE to file one or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that more patent applications pertaining to information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement contained in the applicable form contained proposed publication or presentation, TEMPLE shall delay submission until after TEMPLE has made such filing. COMPANY may also request deletion of sensitive information from the proposed publication, and TEMPLE agrees to give good faith consideration in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5such a request. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise 12.1 Where either party has access to Confidential Information, the receiving party agrees to hold the Confidential Information in confidence and limit the access to such Confidential Information to those of its employees, agents and representatives who require access to such Confidential Information in order to perform the receiving party’s obligations under this Contract. Neither party shall use the other party’s Confidential Information for purposes other than in connection with the performance of this Contract, and shall not disclose or discuss any such Confidential Information with any third party save in the performance of the Services. Neither party shall publish nor submit to be required by applicable lawpublished either alone or in conjunction with any other person information, all articles, photographs or other illustrations relating to the Goods or Services, this Contract or the detail of any party, without the prior written approval of the other party. 12.2 All information and data provided by the Parties Contractor which the Contractor wishes to one another pursuant remain confidential shall be clearly marked as confidential; provided however that any such information relating to this Agreement the Contractor's pricing and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) trade secrets shall always be treated as confidential and proprietary material by the Company without the necessity on the part of the providing Party Contractor to clearly xxxx as such and will be kept confidential by the receiving Party and used solely for purposes vice versa. 12.3 In respect of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information and confidential information referred to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party Article 12.2, the Company shall assure that personnel within its organization read be entitled to: (a) disclose to and comply with authorise use by the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information.Company Group; and (b) The Parties may provide any Confidential Information (i) to the Responsible Utility disclose pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 statutory or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unitlegal requirement; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation subject to provide confidential treatment to Confidential Information the Contractor's prior consent, which shall not be affected unreasonably withheld or delayed, disclose to and authorise use by third parties to the inadvertent disclosure extent necessary for the execution and maintenance of Confidential Information by either Partythe project and/ or structure and/ or facility in connection with which the Goods and/or Services are to be supplied. 12.4 Without prejudice to any other rights or remedies that the Company may have, Contractor acknowledges and agrees that if Contractor breaches the confidentiality obligations set out in this Article 12.0, the Company shall, without proof of special damage, be entitled to an injunction or other equitable relief for any threatened or actual breach of these confidentiality obligations, in addition to any damages or other remedy to which it may be entitled. 12.5 The confidentiality obligations set out in this Article 12.0 shall apply irrespective of the termination or expiry of this Contract.

Confidentiality. (a) Except as may 9.1 Confidential Information shall mean any confidential and/or proprietary information provided by one Party to the other Party that is clearly marked or otherwise be required by applicable lawdesignated "Confidential." For purposes of this Agreement all design, all information operating specifications, and metering data provided by the Parties to one another pursuant to this Agreement and Interconnection Customer shall be deemed Confidential Information regardless of whether it is clearly marked “Confidential” or otherwise identified with specificity in writing designated as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. such. 9.2 Confidential Information will does not include information that is or becomes available to previously in the public through no breach of this Agreementdomain, information that was previously known required to be publicly submitted or divulged by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only Governmental Authorities (after notice to the other Party and affording after exhausting any opportunity to oppose such publication or release), or necessary to be divulged in an action to enforce this Agreement. Each Party receiving Confidential Information shall hold such information in confidence and shall not disclose it to any third party nor to the public without the prior written authorization from the Party providing that information, except to fulfill obligations under this Agreement, or to fulfill legal or regulatory requirements. 9.2.1 Each Party shall employ at least the same standard of care to protect Confidential Information obtained from the other Party an opportunity as it employs to obtain a protective order or other relief to prevent or limit disclosure of the protect its own Confidential Information. (b) The Parties may provide any 9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, to enforce its rights under this provision to prevent the release of Confidential Information (i) without bond or proof of damages, and may seek other remedies available at law or in equity for breach of this provision. 9.3 Notwithstanding anything in this article to the Responsible Utility contrary, and pursuant to provisions 18 CFR § 1 b.20, if FERC, during the course of this Agreement under which an investigation or otherwise, requests information from one of the Parties that is otherwise required to be provided maintained in confidence pursuant to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a needthe Party shall provide the requested information to FERC, within the time provided for in the request for information. In providing the information to FERC, the Party may, consistent with 18 CFR § 388.112, request that the information be treated as confidential and non-to-know basis, public by FERC and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Party to Owner’s Scheduling Coordinator, financial institutions, agents, lessors this Agreement prior to the release of the Unit and potential purchasers Confidential Information to FERC. The Party shall notify the other Party to this Agreement when it is notified by FERC that a request to release Confidential Information has been received by FERC, at which time either of interests the Parties may respond before such information would be made public, pursuant to 18 CFR § 388.112. Requests from a state regulatory body conducting a confidential investigation shall be treated in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in similar manner if consistent with the applicable form contained in Schedule N state rules and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5regulations. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. A. The parties agree to keep any information identified as confidential by the disclosing party confidential using methods at least as stringent as each party uses to protect its own confidential information, but in no case less than a reasonable degree of care. “Confidential Information” will include the terms of this Agreement, Finalist and Company’s development reports and plans, financial reports and forecasts, discussions between Finalist and Wisys regarding the Software, the Software and all information concerning it (aincluding without limitation all know-how, research results and similar information provided by or on behalf of WiSys) and any other information either (i) marked confidential or accompanied by correspondence indicating such information is exchanged in confidence between the parties, or (ii) that is, or should be, reasonably understood to be otherwise proprietary or confidential to a party. Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity authorized in advance in writing as confidential at the time by WiSys, Finalist and Company will only grant access to WiSys’s Confidential Information to those employees of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material Company involved in development of the providing Party Software. Company will require all such employees to be bound by terms of confidentiality no less restrictive than those set forth in this Section 13. Finalist and Company will be kept confidential by not use any Confidential Information to WiSys’s detriment. B. The confidentiality obligations set forth above apply except to the extent that: (i) the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include party can show by competent evidence that it possessed the information that is or becomes prior to its receipt from the disclosing party; (ii) the information was already available to the public or became so through no breach fault of this Agreement, information that was previously known by the receiving Party without any obligation party; (iii) the information is subsequently disclosed to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party that has the right to disclose it free of any obligations of confidentiality; (iv) the information is required by law, rule, regulation, or judicial process to be disclosed (if such requirement arises, the receiving party will, prior to any such disclosure, promptly notify the disclosing party and provide assistance in any reasonable effort to obtain confidential treatment with respect to such disclosure); or (v) five (5) years have elapsed from the Confidential Information through legal process expiration or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions termination of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. The Parties agree that during the term of this License Agreement and for a period of seven (7) years after the termination or expiration of this License Agreement, neither Party shall use or disclose to any third party, without the prior written consent of the other Party any Confidential Information regarding that other Party. The non-disclosure extends also to the research and development work performed by the Parties under this License Agreement and the results of such work. Nothing herein shall, however, limit (i) the Parties' right to disclose information to their Affiliates subject to their Affiliates' agreement to be bound the terms of this Section 15, or (ii) either Party seeking regulatory clearance from the FDA (or any other authorities). In addition, from and after the expiration of all licenses contained in this License Agreement, nothing herein shall limit BTT from commercializing the IPR on a stand alone basis or in co-operation with third parties after the term of this License Agreement by using the IPR. In addition, nothing herein shall prohibit the use or disclosure of Know How or Improvements where this is permitted by the other terms of this License Agreement. It is, however, acknowledged and understood by the Parties that (a) Except the Parties may have a duty, as publicly listed companies, to disclose the key contents of this License Agreement and the status of the co-operation. Nothing in this License Agreement may otherwise be required by limit the Parties' right to follow and act on the basis of the applicable lawstatutory disclosure requirements; provided, all however, that if a protective order or similar confidential treatment is available with respect to such proposed disclosure under applicable rules or regulations, the party proposing to make the disclosure, shall promptly give notice to the other Party in order to provide the other Party with the opportunity to seek such protective order or similar confidential treatment to limit the scope of the disclosure; and (b) the obligations in this Section 15 shall not apply to information and data provided that: (i) is known by the Parties to one another pursuant to this Agreement receiving Party, as evidenced by its records, at the time of receipt and marked “Confidential” or otherwise identified with specificity in writing as confidential not through a prior disclosure by the disclosing Party; (ii) is at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material or thereafter becomes published or otherwise part of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public domain through no breach of this AgreementLicense Agreement by the receiving Party; (iii) is subsequently disclosed to the receiving Party as evidenced by its records, information that was previously known by a third party having the right to make such a disclosure; (iv) is developed by the receiving Party without any obligation to hold as evidenced by its records independently of information received by it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure Party; and (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party; provided, however, that if a protective order or similar confidential treatment is available with respect to such Confidential Information proposed disclosure under applicable rules or regulations, the party proposing to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with make the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigationdisclosure, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after give notice to the other Party and affording in order to provide the other Party an with the opportunity to obtain a seek such protective order or other relief similar confidential treatment to prevent or limit disclosure the scope of the Confidential Information. (b) disclosure. The content of the initial press release to be issued by the Parties may provide relating to this License Agreement and the transaction contemplated hereunder is attached hereto as Appendix 15. The form and content of any Confidential Information (i) subsequent public announcement to be made by either Party regarding this License Agreement, or the subject matter contained herein, shall be delivered to the Responsible Utility pursuant other Party at least two (2) business days prior to provisions of this Agreement under which information is to be provided to that Responsible Utility publication and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and prior written consent of the other obligations contained in this Section 12.5. Party (c) The obligation to provide confidential treatment to Confidential Information shall which consent may not be affected unreasonably withheld or delayed), except as may be required by applicable law (including disclosure requirements for publicly listed companies) in which event each Party shall use commercially reasonable efforts to give the inadvertent disclosure of Confidential Information by either Partyother Party reasonable advance notice and reasonable opportunity to review any such disclosure.

Confidentiality. (a) Except as may otherwise be required by applicable law9.1 Subject to Section 9.5, all during the term of this Agreement, it is contemplated that each Party will disclose to the other Party confidential information and data provided materials which is owned or Controlled by the Parties Party providing such information and materials or which that Party is obligated to one another pursuant to this Agreement maintain in confidence and marked “Confidential” or otherwise identified with specificity in writing which is designated by the Party providing such information and materials as confidential at the time of disclosure (such material and information is individually and collectively “Confidential Information”) ). Each Party shall be treated as confidential and proprietary material of have the providing right to refuse to accept the other Party’s Confidential Information. Subject to Section 9.5, each Party and will be kept confidential by agrees to retain the receiving Party and used solely for purposes of this Agreement. other Party’s Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall to limit the disclosure of any such Confidential Information to its officers, directors, employees and permitted assigns on a need to know basis and only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with if the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality recipient of the Confidential Information has agreed in writing to maintain confidentiality. Each Party agrees to use the other Party’s Confidential Information only as permitted by this Agreement, and subject to Section 9.5, not to disclose or provide any litigation, shall promptly notify such Confidential Information to any other person or entity without the prior written consent of the Party providing Party such Confidential Information. 9.2 The obligations of any attempt by a third party to obtain confidentiality and non-use of Section 9.1 will not apply to: (a) portions of the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice rightfully known to the other Party and affording receiving Party, without obligation of confidentiality or non-use, prior to disclosure thereof by the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure disclosing Party, as demonstrated by written records of the receiving Party; (b) portions of the Confidential InformationInformation that become generally available to the public, without restriction and without breach of this Agreement by the receiving Party; or (c) portions of the Confidential Information that become rightfully available, without obligation of confidentiality or non-use, to the receiving Party from others having no obligation to hold such Confidential Information in confidence; or (d) disclosures required by an order of a court of competent jurisdiction provided that the owner of the Confidential Information is given notice of such order in sufficient time to oppose and appeal such order. (e) is preclinical or clinical data or other information concerning Product that Party is reasonably required to disclose to consultants (such as advertising agencies, reimbursement experts and marketing research companies), customers, healthcare professionals, consumers or regulatory agencies as part of its routine advertising or promotional activities or medical education, professional services, adverse event investigation and reporting, or Product quality or complaint investigation and reporting functions, or which is disclosed by a Party to Affiliates and Sublicensees in order to allow them to market and sell PRODUCT in the TERRITORY (provided that such Affiliates agree to be bound by the confidentiality obligations set forth in this Section). (a) Except as provided in Section 9.3(b), 9.3(c), 9.4 or 12.6, neither Party shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party. (b) The Parties A Party may provide any Confidential Information (i) to disclose the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 terms or review rights specified in other provisions conditions of this Agreement, (iiii) on a need-to-know basisbasis to its legal and financial advisors to the extent such disclosure is reasonably necessary in connection with such Party’s activities expressly permitted by this Agreement and ordinary and customary business operations, and (ii) to Owner’s Scheduling Coordinatora Third Party in connection with (w) an equity investment in such Party, financial institutions(x) a merger, agentsconsolidation, lessors change in control or similar transaction by such Party, (y) the transfer or sale of all or substantially all of the Unit and potential purchasers assets of interests such Party, or (z) in connection with the granting of a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided sublicense under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) Prior to execution of this Agreement the Parties have agreed upon the substance of information that may be used to describe the terms and conditions of this transaction, which is attached in Appendix D and each Party may disclose the information of Appendix D without the consent of the other Party. 9.4 The obligation obligations of this Section 9 shall not apply to the extent that a Party is required to disclose information and/or the terms or conditions of this Agreement by applicable law, rule regulation or bona fide legal process, provided that the Party required to make the disclosure takes reasonable steps to restrict and maintain confidentiality of such disclosure and provides reasonable prior notice to the other Party. 9.5 A Party may provide confidential treatment to or disclose Confidential Information shall not be affected by of the inadvertent disclosure other Party for use in a manner that is consistent with the license granted to a Party, provided that the Third Party agrees to confidentiality provisions similar to those of Confidential Information by either Partythis Agreement.

Confidentiality. In performing their obligations under this Agreement, the parties hereto may have access to and receive certain confidential information about or proprietary information of the other parties hereto (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”). Except as otherwise expressly permitted in this Agreement, any party hereto receiving Confidential Information (a “Receiving Party”) shall be treated as confidential maintain the confidentiality of such Confidential Information that is disclosed to it by or on behalf of another party hereto (a “Disclosing Party”) and proprietary material shall not, without the prior written consent of the providing Party and will be kept confidential by relevant Disclosing Party, disclose or permit any other person access to such Disclosing Party’s Confidential Information or use the receiving Party and used solely for purposes of Confidential Information except as expressly provided in this Agreement. Confidential Information will not include information that is In connection with actions taken by a Receiving Party in performing its obligations under this Agreement or becomes available to the public through no breach of exercising any rights it may have under this Agreement, information that was previously known by the receiving a Receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of to its representatives any such Confidential Information that is reasonably necessary for such representatives to only those personnel within its organization with responsibility for using assist such information Receiving Party in connection with this AgreementAgreement and related matters. The receiving A Receiving Party shall assure that personnel within be responsible for its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain representatives maintaining the confidentiality of the Confidential Information in and any litigation, shall promptly notify the providing Party breaches of any attempt this Section 5.11 by a third party to obtain the Confidential Information through legal process or otherwiseits representatives. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the “Confidential Information. (b) The Parties may provide ” shall not include, and the provisions of this Section 5.11 shall not apply to, any Confidential Information information that: (i) at the time of disclosure is generally available to the Responsible Utility pursuant to provisions public (other than as a result of a disclosure directly or indirectly by a party hereto in violation of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingSection 5.11); (ii) is or becomes available to any entity with audit rights under Section 12.2 a party on a non-confidential basis from a source other than a Disclosing Party; provided that, to such party’s knowledge, such source was not prohibited from disclosing such information to such party by a legal, contractual or review rights specified in other provisions fiduciary obligation of this Agreement, confidentiality or secrecy owed to a Disclosing Party; or (iii) on a need-to-know basisparty can establish is already in its possession; provided that, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be such information is not subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The a legal, contractual or fiduciary obligation of confidentiality or secrecy owed to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either a Disclosing Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, Each party to this Agreement expressly undertakes to protect and to preserve the confidentiality of all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” know-how made available under or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement, or the parties' activities hereunder that is either designated as being confidential, or which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or confidential (the "Confidential Information"). The Adviser understands that the holdings, performance or any other information regarding the funds managed by the Adviser is the property of the Fund and may be used by the Fund in the Fund's discretion. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of care, to keep confidential the Confidential Information. Without the written approval of all of the parties to this Agreement, no party to this Agreement shall disclose Confidential Information except: (i) to its employees, consultants, legal advisers or auditors having a need to know such Confidential Information; (ii) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that prior to such disclosure the receiving Party party shall assure that personnel within its organization read provide the disclosing party with written notice and shall comply with any protective order or equivalent; or (iii) in accordance with a regulatory audit or inquiry, without prior notice to the provisions disclosing party, provided that the receiving party shall obtain a confidentiality undertaking from the regulatory agency where possible. (b) No party to this Agreement may make use of any Confidential Information except as expressly authorized in this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5or as agreed to in writing between the parties. The Parties However, the receiving party shall use all reasonable efforts have no obligation to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information that: (i) it received rightfully from another party prior to its receipt from the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingdisclosing party; (ii) to the disclosing party discloses generally without any entity with audit rights obligation of confidentiality; (iii) is or subsequently becomes publicly available without the receiving party's breach of any obligation owed the disclosing party; or (iv) is independently developed by the receiving party without reliance upon or use of any Confidential Information. Each party's obligations under Section 12.2 this clause shall survive for a period of two (2) years following the expiration or review rights specified in other provisions termination of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation Notwithstanding anything herein to provide confidential the contrary, each party to this Agreement may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to Confidential Information shall not be affected by understanding the inadvertent disclosure purported or claimed federal income tax treatment of Confidential Information by either Partythe transaction) of the transactions contemplated hereby.

Confidentiality. 8.1 Except as otherwise permitted under this Agreement, PARTICIPANT will hold all data and information contained in the deliverables in confidence for a period of one year upon completion of each deliverable. This obligation of confidence will not apply, however, to data and information which: (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to part of the public domain through no breach fault of the PARTICIPANT; (b) is in the possession of PARTICIPANT or in the possession of any of its Affiliates prior to its receipt under this Agreement, information that and was previously known not acquired by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives PARTICIPANT or such Affiliate from a third party who may disclose that information without breach is under an obligation of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information confidence to only those personnel within its organization UNIVERSITY with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5.respect thereto; (c) The is hereafter received by PARTICIPANT or an Affiliate from a third party who is not under obligation of confidence to UNIVERSITY with respect thereto; (d) is hereafter developed by PARTICIPANT or an Affiliate as a result of activities carried out independently of, and without access to, the data and information acquired under this Agreement. 8.2 PARTICIPANT may disclose the data and information contained in the deliverables and provide confidential treatment copies of the deliverables to Confidential Information shall not be affected its Affiliates which have agreed to abide by the inadvertent disclosure confidentiality obligations of Confidential Information this Agreement. PARTICIPANT and its Affiliates may disclose the data and information to their contractors and consultants which agree in writing to abide by either Partythe confidentiality obligations of this Agreement and to use the data and information only on behalf of PARTICIPANT and its Affiliates. PARTICIPANT and its Affiliates may also disclose the data and information to third party operators and members of joint ventures in which PARTICIPANT or its Affiliates have an ownership interest or a production sharing Agreement, provided such third parties agree in writing to abide by the confidentiality obligations of this agreement and to use the data and information only in conjunction with the joint efforts. In addition, the UNIVERSITY, PARTICIPANT and its Affiliates shall disclose the data and information to government authorities as required by law. 8.3 UNIVERSITY may only disclose the data and information contained in the deliverables for publication/technology transfer initiatives during the period of confidentiality provided they receive a two-thirds majority approval from the Project Advisory Board. Record shall be kept of such vote and maintained with other records related to the Project Advisory Board.

Confidentiality. “Confidential Information” under this Agreement means non-public information that a party marks as “confidential” or “proprietary” or that otherwise should be understood by a reasonable person to be confidential in nature. Confidential information does not include any information which is (a) Except rightfully known to the recipient prior to its disclosure; (b) released to any other person or entity (including governmental agencies) without restriction; (c) independently developed by the recipient without use of or reliance on Confidential Information; or (d) or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from a non-party. Each party will protect the confidentiality of Confidential Information that it receives under the Agreement except as may otherwise be required by applicable law, all information and data provided by rule, regulation, or professional standard, without the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreementother party’s prior written consent. Confidential Information will not include information that is or becomes available Due to the BLR being a public through no breach entity within the State of Arkansas, all terms of this Agreement, information that was previously known including but not limited to fee and expense structure, are subject to disclosure under the Freedom of Information Act of 1967, Ark. Code Xxx. § 00-00-000, et seq. If disclosure of PFM’s Confidential Information is required by law, rule, regulation, or professional standard, (including any subpoena or other similar form of process), the receiving Party without any obligation BLR shall provide PFM with prior prompt written notice thereof. In consideration of PFM’s and BLR’s agreement to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the provide one another with access to their respective Confidential Information, PFM and information that the disclosing Party approves for release BLR each agrees to maintain in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such confidence all Confidential Information to only those personnel within its organization with responsibility for using such information of the other. Except as provided in connection with this Agreement, neither PFM nor BLR shall in any manner disclose any Confidential Information of the other to any person, entity, firm or company whatsoever, without the express written consent of the other. The receiving Party PFM and BLR shall assure each take all steps necessary to ensure that personnel within its organization read their respective affiliates, officers, employees, independent contractors, agents and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to other representatives (collectively “Representatives”) maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwiseconfidence. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

Confidentiality. 7.1 For a period of five (a5) Except as may otherwise be required by applicable law, all information and data provided by years following the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach date of this Agreement, information that was previously known subject to the Confidential Disclosure Agreement between Sangamo and the Customer as of March 8, 1999, and January 12, 1999, each party shall maintain in confidence all Confidential Information disclosed by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Informationother party, and information that shall not use, disclose or grant the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information except on a need-to-know basis to its directors, officers, employees and consultants to the extent such disclosure is reasonably necessary in any litigation, connection with such party's activities expressly authorized by this Agreement and ordinary business operations. Each party shall promptly notify the providing Party other promptly upon discovery of any attempt by a third party to obtain the Confidential Information through legal process unauthorized use or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the other party's Confidential Information. (b) The Parties may provide any Confidential Information (i) 7.2 Sangamo shall not disclose the identity of the Target and the information relating to the Responsible Utility pursuant Target to provisions any other Person without the prior consent of the Customer. Neither party shall disclose any terms or conditions set forth in this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 other Person without the prior consent of the other party; provided, however, that a party may disclose the terms or review rights specified conditions set forth in other provisions of this Agreement, (iiia) on a need-to-know basisbasis to its legal and financial advisors to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly permitted by this Agreement, and (b) to Owner’s Scheduling Coordinatora third party in connection with (i) an equity investment in such party, financial institutions(ii) a merger, agentsconsolidation or similar transaction by such party, lessors or (iii) the sale of all or substantially all of the Unit and potential purchasers assets of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other such party. 7.3 The confidentiality obligations contained in this Section 12.57 shall not apply to the extent information is required to be disclosed to a governmental agency or is necessary to file or prosecute patent applications or to the extent that a party is required to disclose information by applicable law, regulation or order of a court of competent jurisdiction, provided that such party shall provide written notice to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment. The Customer may disclose Confidential Information of Sangamo relating to the results of the Customer's research and evaluation hereunder to any Affiliate. (c) The obligation 7.4 To the extent that a party is authorized by this Agreement to provide confidential treatment to disclose Confidential Information of the other party to any other Person, prior to disclosure, such party shall obtain agreement of any such Person to hold in confidence and not be affected by use the inadvertent disclosure of Confidential Information of the other party for any purpose other than those permitted by either Partythis Agreement.

Confidentiality. (a) Except as i. The parties acknowledge and agree that they may otherwise be required by applicable lawdeliver to each other information about themselves and their business which is nonpublic, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” confidential or otherwise identified with specificity proprietary in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material nature. All such information, regardless of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential manner in which it is delivered, is referred to as "Proprietary Information." However, Proprietary Information will does not include information that which 1. is or becomes generally available to the public other than as a result of a disclosure by the other party, 2. was available to the other party on a nonconfidential basis prior to its disclosure by the disclosing party, or 3. becomes available to the public through no breach of this Agreement, information that was previously known other party on a nonconfidential basis from a person other than by the receiving Party without disclosing party. Unless otherwise agreed to in writing by the disclosing party, the other party shall a. except as required by law, keep all Proprietary Information confidential and not disclose or reveal any obligation Proprietary Information to hold it any person other than those employed by the other party, or who is actively and directly participating in confidence, information that the receiving Party receives from a third performance under this Agreement on behalf of the other party who may ("Involved Persons"); b. cause each Involved Person to keep all Proprietary Information confidential and not disclose that information without breach of law or agreement, information that reveal any Proprietary Information to any person other than another Involved Person; and c. not use the receiving Party develops independently without using the Confidential Proprietary Information, and information ensure that each Involved Person does not use the disclosing Party approves Proprietary Information, for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information purpose other than in connection with the performance under this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions ii. Upon termination of this Agreement under which information is for any reason whatsoever, each party shall promptly surrender and deliver to be provided to that Responsible Utility each other party all records, materials, documents, data and as required for settlement any other Proprietary Information of the other parties and billing; (ii) shall not retain any description containing or pertaining to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors Proprietary Information of the Unit and potential purchasers other parties, unless otherwise consented to in writing by a duly authorized officer of interests in a Unit; andMMC, (iv) BCBSUW, UWS or Compcare Pharmacy as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5case may be. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 16.1 Neither party shall be entitled, without the prior written approval of the other party, to in any way disclose or use information received from or relating to the other party or its business operations (aincluding any information relating to the other party’s affiliated companies or the business operations thereof) Except except as may otherwise strictly necessary for the due performance of the obligations under the Agreement. All such information shall be required by applicable law, all information dealt with and data provided kept in strict confidence by the Parties receiving party, in a duly secure manner exercising no less security measures and degree of care than those applied by it to one another pursuant protect its own confidential information. The Supplier shall keep secure all documents and other information media relating to the assignment or which have been placed at the disposal of the Supplier due to the assignment. The Supplier shall indemnify Swedavia for any damage caused during the period that the Supplier has the material at its disposal. The obligations set forth in this Agreement and marked “Confidential” or otherwise identified with specificity Section 16.1 shall not apply to such information which the receiving party can prove: (i) was in writing as confidential the public domain at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material conclusion of the providing Party and will be kept confidential Agreement or has subsequently come in the public domain, other than by breach of the confidentiality obligation; (ii) has become known to the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party party without any obligation security restraints of any kind through a third party having a bona fide right to hold it in confidencedisclose the same on a non-confidential basis; or (iii) is required to be disclosed under applicable mandatory law, information final and legally enforceable order of any competent court or regulatory body, applicable stock exchange regulations or similar provisions, provided that the receiving Party receives party shall disclose such information only to the extent strictly legally required. At the request of Swedavia or, in all circumstances, when the assignment has been completed, all documentation relating to confidential information shall be returned or destroyed, including copies of documentation. The Supplier shall at the same time cease to use the confidential information. The Supplier shall, upon request by Swedavia, confirm in writing that the Supplier has been complied with its obligations under this Section. Each party is responsible for its personnel and others for whom the party is responsible, complying fully with the obligations ensuing from a third party who may disclose this Section 16.1. 16.2 The obligations under Section 16.1 above shall apply for at least three (3) years following the completion, termination or expiry of the Agreement. 16.3 The Supplier shall pay liquidated damages to Swedavia of SEK 10,000 or such higher amount that information without corresponds to the Loss incurred for every breach of law or agreement, information confidentiality that the receiving Party develops independently without using Supplier is liable for under the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information 16.4 Notwithstanding what is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.516, Swedavia always has the right to share all information provided by or which otherwise concerns the Supplier or its business, with Swedavia’s subsidiaries, provided that the recipient treats this information as confidential on conditions that are not less far reaching than those that follow from Section 16.1 above. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 10.1 Each party shall hold the Confidential Information of the other party secret, and shall protect and preserve the confidential nature and secrecy of such Confidential Information. Each party will not during the term of this Agreement and for a period of five (5) years thereafter (except in the case of Source Code, as to which there shall be no limitation), without the other party's prior written consent: (a) Except as may otherwise be required by applicable law, disclose or communicate to any third person all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material any of the providing Party and will be kept confidential other party's Confidential Information except as permitted by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information.; (b) The Parties may provide any permit unauthorized persons to have access to the places where the other party's Confidential Information is reproduced or stored; or (ic) make, or assist any person to make, any use of the other party's Confidential Information not authorized by this Agreement, and shall use its best efforts to ensure that any employee or other person who acquires the other party's Confidential Information shall not make any unauthorized use thereof. 10.2 The receiving party shall: (a) take all reasonable steps required by the other party to enforce any obligation of confidence imposed or required to be imposed by this Agreement; and (b) ensure that employees, agents, contractors, and other persons under the control or direction of the receiving party will be under and will comply with obligations similar to the Responsible Utility pursuant to provisions obligations imposed on such party under this Clause 10. 10.3 Notwithstanding the foregoing, Customer may disclose Confidential Information of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; Triple G to: (iia) to any entity an Approved Contractor, in accordance with audit rights under Section 12.2 or review rights specified in the other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (ivb) as required for settlement and billing, its legal counsel or other professional advisors in relation to Scheduling Coordinators responsible for paying for services provided interpreting its rights under this Agreement. As a condition Customer may disclose the Application Software and Run-Time Software to receiving Additional Licensees; but Customer shall not disclose any other Confidential Information under this Section 12.5of Triple G to any Additional Licensee, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject including but not limited to the non-disclosure and other obligations contained in this Section 12.5Source Code or Development Software. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. During the Term, each party may have access to certain non-public information of the other party, which information a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure or which is otherwise marked or identified as "confidential" or "proprietary" by the disclosing party. Each party agrees that it will (a) Except hold the other party’s Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other’s prior written consent, except as expressly permitted under this RMSA; (c) limit access to the other’s Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein; and (d) use the other party’s Confidential Information solely to perform its obligations or receive its benefits under this RMSA. Notwithstanding the foregoing, (i) either party may otherwise be make disclosures as required or requested by a court of law or any governmental entity or agency, including but not limited to disclosures required by the Securities and Exchange Commission of the United States or any similar authority in any other country, provided that, to the extent permitted under applicable law, all information such party provides the other with reasonable prior notice to enable such party to seek confidential treatment of such information; and data provided by (ii) either party may disclose the Parties to one another pursuant to this Agreement terms and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes conditions of this Agreement. Confidential Information will not include information that is or becomes available RMSA solely to the public through no breach of this Agreementpotential investors, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, acquisition partners and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential its legal counsel and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information accountants in connection with this Agreementa proposed financing or acquisition, provided that each such third party is bound by confidentiality obligations at least as restrictive as those set forth herein. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained set forth in this Section 12.5will apply during the Term set forth in Section 10.1 and will continue for a period that will end five (5) years after the expiration or termination of this RMSA. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. “Confidential Information” under this Agreement means non-public information that a party marks as “confidential” or “proprietary” or that otherwise should be understood by a reasonable person to be confidential in nature. Confidential information does not include any information which is (a) Except rightfully known to the recipient prior to its disclosure; (b) released to any other person or entity (including governmental agencies) without restriction; (c) independently developed by the recipient without use of or reliance on Confidential Information; or (d) or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from a non-party. Each party will protect the confidentiality of Confidential Information that it receives under the Agreement except as may otherwise be required by applicable law, all information and data provided by rule, regulation, or professional standard, without the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreementother party’s prior written consent. Confidential Information will not include information that is or becomes available Due to the BLR being a public through no breach entity within the State of Arkansas, all terms of this Agreement, information that was previously known including but not limited to fee and expense structure, are subject to disclosure under the Freedom of Information Act of 1967, Ark. Code Xxx. § 00-00-000, et seq. If disclosure of Xxxxxx’x Confidential Information is required by law, rule, regulation, or professional standard, (including any subpoena or other similar form of process), the receiving Party without any obligation BLR shall provide Xxxxxx with prior prompt written notice thereof. In consideration of Xxxxxx’x and BLR’s agreement to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the provide one another with access to their respective Confidential Information, Xxxxxx and information that the disclosing Party approves for release BLR each agrees to maintain in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such confidence all Confidential Information to only those personnel within its organization with responsibility for using such information of the other. Except as provided in connection with this Agreement, neither Xxxxxx nor BLR shall in any manner disclose any Confidential Information of the other to any person, entity, firm or company whatsoever, without the express written consent of the other. The receiving Party Xxxxxx and BLR shall assure each take all steps necessary to ensure that personnel within its organization read their respective affiliates, officers, employees, independent contractors, agents and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to other representatives (collectively “Representatives”) maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationconfidence. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) 14.1 During the performance of this Agreement, the parties may deem it necessary to provide each other with Confidential Information. The parties agree: 14.1.1 To maintain the confidentiality of such Confidential Information and not disclose same to any third party, except as authorized by the original disclosing party in writing. 14.1.2 To restrict disclosure of Confidential Information to employees and technical, legal and financial consultants who have a "need to know" or in connection with a public or private debt or equity offering of securities, or as required by law or a court or as required for compliance with the appropriate securities laws, provided no documents shall be given to any third parties until the disclosing party has had a reasonable opportunity to review them. Any such information that the disclosing party believes is confidential the receiving party will use reasonable efforts to get confidential treatment from such third parties. Such Confidential Information shall be handled with the same degree of care which the receiving party applies to its own confidential information but in no event less than reasonable care. 14.1.3 To take precautions necessary and appropriate to guard the confidentiality of Confidential Information, including informing its employees and consultants who handle such Confidential Information that it is confidential and not to be disclosed to others and as to all consultants obtain a signed non-disclosure agreement consistent herewith. 14.1.4 That Confidential Information is and shall at all times remain the property of the disclosing party. Except as otherwise provided herein, no use of any Confidential Information is permitted and no grant under any proprietary rights is hereby given or intended, including any license implied or otherwise. 14.1.5 To use such Confidential Information only as required in performance of this Agreement. 14.2 Except as may otherwise be required by applicable lawlaw or regulatory authority, all information and data provided by the Parties neither party shall disclose to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“any third party Confidential Information”) shall be treated as confidential and proprietary material of , the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach contents of this Agreement, information that was previously known by the receiving Party Exhibits, or any Amendments without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality prior written consent of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Informationother. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by 7.1 Subject to the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes other provisions of this Agreement. Confidential Information will not include information Clause 7, each Party undertakes that is or becomes available to the public through no breach both during and after termination of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall will keep such information confidential and shall limit not disclose to any person other than to its officers, employees or professional advisors whose province it is to know, any confidential proprietary information of the disclosure of any such Confidential Information other Party disclosed to only those personnel within its organization with responsibility for using such information or obtained by it in connection with this Agreement. The For these purposes, Company Know-How shall be deemed to be the confidential information of CRT but only to the extent such Company Know-How pertains solely or directly to the Product or a Related Product and the Field. Additionally, subject to the provisions of Clause 7.2, any information of the Charity (and any charitable body succeeding to it) disclosed to or obtained by the Company in connection with this Agreement shall be deemed to be the confidential information of the Charity. 7.2 With the exception of Company Know-How which the Company shall keep confidential in accordance with Clause 7.1 and information that is required to be treated as confidential under the CTOA, Clause 7.1 shall not apply to: 7.2.1 information which is or was already known to the receiving Party at the time of disclosure under this Agreement, as shown by the receiving Party’s written records, without any obligation to keep it confidential; 7.2.2 information which at the time of being disclosed or obtained by the receiving Party under this Agreement or at any time thereafter, is published or otherwise generally available to the public other than due to default by the receiving Party of its obligations hereunder; or 7.2.3 information which is required to be disclosed by a competent Court or regulatory authority or otherwise by applicable law or statute or any rule or regulation of any Regulatory Authority or other government or administrative agency or authority, to the extent of such disclosure, provided that the receiving Party shall assure give notice of such disclosure as soon as reasonably practicable. 7.3 Clause 7.1 above shall not apply to the use or disclosure of any information by any Party for the purpose of exercising or enforcing its rights under this Agreement. 7.4 Each Party will ensure that all personnel within its organization read and comply with third parties to whom confidential information of another Party is disclosed are informed of the provisions of this Section 12.5 Clause 7. 7.5 So long as this Agreement remains in effect, as between CRT and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality Company only, clause 5 of the Confidential Information in any litigation, CTOA shall promptly notify cease to operate and this Clause 7 shall replace and supersede the providing Party obligations and rights of any attempt by a third party to obtain CRT and the Confidential Information through legal process or otherwiseCompany only under such clause 5 of the CTOA. A Party or third party beneficiary In the event that the Company exercises the Second Option under Article Clause 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to and this Agreement but only after notice to terminates, the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure terms of the Confidential InformationLicence shall apply. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable lawThe pricing terms of this Agreement and any other sensitive business, all commercial or financial information and data provided by either Party to the Parties to one another other Party pursuant to this Agreement and marked “Confidential” or otherwise identified labeled "CONFIDENTIAL" will be utilized by the receiving Party solely in connection with specificity in writing as confidential at the time purposes of disclosure (“Confidential Information”) shall this Agreement and, to the extent allowed by law, will not be treated as confidential disclosed by the receiving Party to any third party, except with the providing Party’s consent, and proprietary material upon request of the providing Party and will be kept confidential returned thereto, except that the receiving Party will not be obligated to return any such information contained in documents generated by the receiving Party that (1) reflect or refer to confidential information provided by the disclosing Party; and used solely (2) are stored electronically for archival purposes only by the receiving Party. With respect to any such retained electronically stored confidential information, the receiving Party will continue to comply with the obligations of this AgreementSection 17.13. Confidential Information Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that confidential information of the other Party may be disclosed to actual and prospective Project Lenders and other third parties as and solely to the extent necessary for Purchaser and Seller to finance and perform their obligations under this Agreement and the Financing Documents, and to actual and prospective purchasers of direct or indirect equity interests of Seller. To the extent that such disclosures are necessary, the Parties also agree that they will in disclosing the confidential information of the other Party seek to preserve the confidentiality of such disclosures, by requiring a party receiving confidential information to be bound by the terms of this Agreement applicable to such confidential information. This provision will not include prevent either Party from providing the confidential information that is of the other Party to any Governmental Authority as required for obtaining any regulatory approval or becomes available to the public through no breach of making any filing contemplated by this Agreement, information or as otherwise required by a Governmental Authority; provided that was previously known by the receiving each Party without any obligation agrees to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply cooperate with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts other to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party provisions of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after by requesting confidential treatment with all filings to the extent appropriate and permitted by applicable law. Notwithstanding anything herein to the contrary, the Parties further acknowledge and agree that Purchaser is a governmental entity that is subject to the public records laws of the State of Oregon. If feasible, the disclosing Party will give prior written notice to the other Party of such demand for disclosure and affording will use all lawful and reasonable efforts to oppose or resist the other Party an opportunity requested disclosure, as appropriate under the circumstances, or to obtain otherwise make such disclosure pursuant to a protective order or other relief to prevent or limit disclosure of similar arrangement for confidentiality. Without limiting the Confidential Information. (b) The Parties may provide any Confidential Information (i) to foregoing, the Responsible Utility pursuant to provisions pricing terms of this Agreement under which shall be considered the confidential information is to be provided to that Responsible Utility of both Seller and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Purchaser. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, Each party expressly undertakes to protect and to preserve the confidentiality of all information and data provided know-how made available under or in connection with this Contract, or the parties’ activities hereunder that is either designated as being confidential, or which, by the Parties to one another pursuant to this Agreement and marked “Confidential” nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or otherwise identified with specificity in writing as confidential at (the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material ). The Sub-Adviser understands that the holdings, performance or any other information regarding the Advisory Account is the property of the providing Party Investment Company and will may be kept confidential used by the receiving Party and used solely for purposes of this AgreementInvestment Company or by RIMCo as its agent in the Investment Company’s discretion. XXXXx agrees to treat the Model Portfolio delivered to it by the Sub-Adviser as Confidential Information and agrees not to disclose or redistribute the Model Portfolio without the Sub-Adviser’s prior written consent to such disclosure or redistribution. The Sub-Adviser understands and agrees that the confidentiality obligations contained in this Section 12 will not include information that is in no way limit or becomes available restrict RIMCo’s or the Fund’s ability to distribute or disclose the holdings of the Advisory Account or any purchases, sales or other transactions with respect to the public through no breach Advisory Account. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of this Agreementcare, information to keep confidential the Confidential Information. Neither party shall disclose Confidential Information except: (a) to its employees, consultants, legal advisors or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that was previously known by prior to such disclosure the receiving Party party shall provide the disclosing party with written notice and shall comply with any protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without any obligation prior notice to hold it in confidencethe disclosing party, information provided that the receiving Party receives party shall obtain a confidentiality undertaking from a third the regulatory agency where possible. Neither party who may disclose that information without breach will make use of law any Confidential Information except as expressly authorized in this Contract or agreementas agreed to in writing between the parties. However, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts have no obligation to maintain the confidentiality of information that: (a) it received rightfully from another party prior to its receipt from the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. disclosing party; (b) The Parties may provide the disclosing party discloses generally without any Confidential Information (i) to the Responsible Utility pursuant to provisions obligation of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingconfidentiality; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The is or subsequently becomes publicly available without the receiving party’s breach of any obligation to provide confidential treatment to Confidential Information shall not be affected owed the disclosing party; or (d) is independently developed by the inadvertent disclosure receiving party without reliance upon or use of any Confidential Information by either PartyInformation. Each party’s obligations under this clause shall survive for a period of three (3) years following the expiration or termination of this Contract. Notwithstanding anything herein to the contrary, each party to this Contract may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated hereby.

Confidentiality. (a) Except as 10.1. Each party may otherwise be required by applicable law, all information and data provided by given access to Confidential Information from the Parties other party in order to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at perform its obligations under the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Ownerparty’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected deemed to include information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or available; (ii) is known by the inadvertent disclosure Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure. 10.2. Subject to clauses 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party (other than to a consultant or a Sub-contractor for the purposes of the Agreement and which consultant or Sub-contractor shall have entered into undertakings of confidentiality in relation to the Confidential Information on terms no less onerous than those contained in this Clause 10), or use the other’s Confidential Information for any purpose other than to carry out its obligations under the Agreement. 10.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by either Partyits employees or agents in violation of the terms of the Agreement. 10.4. 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 a competent jurisdiction, provided that, to the 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 this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 10.5. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 10.6. This clause 10 shall survive termination of the Agreement or any Order Form, howsoever arising.

Confidentiality. (a) Except as may otherwise be required by applicable lawset forth in this Section 17.1, Owner and Contractor shall hold in confidence all information and data provided supplied by either Party to the Parties to one another pursuant to other Party under the terms of this Agreement and that is marked “Confidential” or otherwise identified with specificity in writing as indicated to be confidential at the time of disclosure (“Confidential Information”) ). Each Party shall be treated as confidential inform its Affiliates, Subcontractors, suppliers, vendors and proprietary material employees of its obligations under this Section 17.1 and require such Persons to adhere to the provisions hereof. Notwithstanding the foregoing, Owner and Contractor may disclose the following categories of information or any combination thereof: 17.1.1 information which was in the public domain prior to receipt thereof by such Party or which subsequently becomes part of the providing Party and will be kept confidential public domain by the receiving Party and used solely for purposes publication or otherwise except by a wrongful act of this Agreement. Confidential Information will not include such Party; 17.1.2 information that is or becomes available such Party can show was lawfully in its possession prior to receipt thereof from the public other Party through no breach of this Agreement, any confidentiality obligation; 17.1.3 information that was previously known received by the receiving such Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who having no obligation of confidentiality with respect thereto; 17.1.4 information at any time developed independently by such Party providing it is not developed from otherwise confidential information; 17.1.5 information disclosed pursuant to and in conformity with Applicable Law or a judicial order or in connection with any legal proceedings described in Article 15; and 17.1.6 information required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries. In addition, Owner may disclose that information without breach of law Confidential Information to any financial institutions expressing interest in providing debt financing or agreement, information that the receiving Party develops independently without using the Confidential Informationrefinancing or other credit support to Owner, and information the agent or trustee of any of them; provided, however, that such disclosures shall be subject to the disclosing Party approves for release in writing. The receiving Party shall agreement of such Persons to keep such information confidential and shall limit pursuant to the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions terms of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.517.1. The Parties each acknowledge and agree that the terms of this Agreement shall use all reasonable efforts constitute Confidential Information of the other Party. Notwithstanding the foregoing, either Party may publish Confidential Information regarding this Agreement with the express written consent of the other Party. Neither Party shall release, distribute or disseminate any Confidential Information for publication concerning this Agreement or the participation of the other Party in the transactions contemplated hereby without the prior written consent of the other Party, provided, however, that such limitation on disclosure shall not apply to disclosures or reporting required by a Governmental Authority if the Party seeking disclosure informs the other Party of the need for such disclosure and, if reasonably requested by the other Party, seeks, through a protective order or other appropriate mechanism, to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties Each party to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that Owner Trustee and the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts Indenture Trustee agrees to maintain the confidentiality of all data, materials and information relating to The Access GroupSM Loan Program and the Confidential Information in Financed Student Loans entrusted to it by another party hereto or any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain any of the Confidential Information through legal process Coordination Agreements. Each party also agrees not to use such data, materials and information for any purpose other than the limited purpose of performing its obligations under this Agreement, the Administration Agreement, the Indenture, the Trust Agreement or otherwisethe Coordination Agreements. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related This section shall not be deemed to this Agreement but only after notice to preclude the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) information relating to the Responsible Utility pursuant historical performance of the Financed Student Loans (including, but not limited to, statistical information relating to provisions defaults, prepayments, consolidations, deferrals and forbearances) by KBNA or the Administrator or, with the consent of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; the Administrator, by the Owner Trustee, the Eligible Lender Trustee or Indenture Trustee, (ii) to such information as in any entity with audit rights of the Master Servicer’s (or any Sub-Servicer’s acting on behalf of the Master Servicer), Administrator’s, Owner Trustee’s, Eligible Lender Trustee’s or Indenture Trustee’s discretion may be required under Section 12.2 or review rights specified in other provisions any of this Agreement, the Trust Agreement, the Indenture or the Administration Agreement to be disclosed to Holders of the Notes, (iii) on a need-to-know basissuch information as may be required to be disclosed under applicable laws, to Owner’s Scheduling Coordinatorrules, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; andregulations or governmental orders, (iv) information obtained by the Indenture Trustee in the performance of its obligations as required for settlement Indenture Trustee, provided that the Indenture Trustee shall maintain the confidentiality of all account level and billingborrower level information, including without limitation, the borrower’s name, address and social security number and the account balance and account history or (v) disclosure by AGI of information in the Record or other information received by AGI pursuant to Scheduling Coordinators responsible for paying for services provided under Section 10.01 of this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. Except to the extent set out in this Clause 1.2 or where disclosure is expressly permitted elsewhere in this Call Off Contract, each Party shall: treat the other Party's Confidential Information as confidential and safeguard it accordingly; and not disclose the other Party's Confidential Information to any other person without the owner's prior written consent. Clause 1.2.1 shall not apply to the extent that: such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to Clause 1.4 (a) Except as may otherwise be required by applicable law, all Freedom of Information); such information and data provided was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in writing as confidential the public domain at the time of disclosure (“otherwise than by a breach of this Call Off Contract; or such information is independently developed without access to the other Party's Confidential Information”) shall be treated as confidential and proprietary material . The Supplier may only disclose the Customer's Confidential Information to the Staff who are directly involved in the provision of the providing Party Services and will be kept confidential by who need to know the receiving Party information, and used solely shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality in Clause 1.2. The Supplier shall not, and shall procure that the Staff shall not, use any of the Customer's Confidential Information received otherwise than for the purposes of this AgreementCall Off Contract. Confidential Information will not include information At the written request of the Customer, the Supplier shall procure that is those members of Staff identified in a Customer's notice sign a confidentiality undertaking prior to commencing any work in accordance with this Call Off Contract. In the event that any default, act or becomes available omission of any Staff causes or contributes (or could cause or contribute) to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation Supplier breaching its obligations as to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law confidentiality under or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Call Off Contract, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide such evidence to the Customer as the Customer may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to demonstrate that the Supplier is taking appropriate steps to comply with this Clause 1.2, including copies of any written communications to and/or from Staff, and any minutes of meetings and any other records which provide an audit trail of any discussions or exchanges with Staff in connection with obligations as to confidentiality. Nothing in this Call Off Contract shall prevent the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 12 of the Framework Agreement): to any Crown body or any other Contracting Body. All Crown bodies or Contracting Bodies receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown body or any Contracting Body; to any consultant, contractor or other person engaged by the Customer or any person conducting a Cabinet Office gateway review (formerly known as Office of Government Commerce gateway review); for the purpose of the examination and certification of the Customer's accounts; or for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties Customer shall use all reasonable efforts endeavours to maintain ensure that any Crown body, Contracting Body, employee, third party or Sub-Contractor to whom the confidentiality Supplier's Confidential Information is disclosed pursuant to Clause 1.2.7 is made aware of the Confidential Information Customer's obligations of confidentiality. Nothing in this Clause 1.2 shall prevent either Party from using any litigationtechniques, shall promptly notify ideas or Know-How gained during the providing Party performance of any attempt by a third party to obtain this Call Off Contract in the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice course of its normal business to the other Party and affording the other Party an opportunity to obtain extent that this use does not result in a protective order or other relief to prevent or limit disclosure of the other Party's Confidential Information. Information or an infringement of IPR. The Supplier shall, at all times during and after the Call Off Contract Period, indemnify the Customer and keep the Customer fully indemnified against all Losses incurred by, awarded against or agreed to be paid by the Customer at any time (bwhether before or after the making of a demand pursuant to the indemnity hereunder) The Parties may provide arising from any breach of the Supplier's obligations under Clauses 1.2.1 to 1.2.6 except and to the extent that such liabilities have resulted directly from the Customer's instructions. In the event that the Supplier fails to comply with Clauses 1.2.1 to 1.2.6, the Customer reserves the right to terminate this Call Off Contract for Material Breach. In order to ensure that no unauthorised person gains access to any Confidential Information (i) to the Responsible Utility pursuant to provisions or any data obtained in performance of this Agreement under which information is Call Off Contract, the Supplier shall comply with the Call Off Contract (including the Security Policy) and, in any event, undertakes to be provided maintain adequate security arrangements that meet the requirements of Good Industry Practice. Official Secrets Acts 1911 to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement1989, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors section 182 of the Unit Finance Act 1989 The Supplier shall comply with and potential purchasers of interests in a Unitshall ensure that the Staff comply with, the provisions of: the Official Secrets Acts 1911 to 1989; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required provided in writing by applicable lawthe parties, both parties shall use their best efforts to retain in confidence and not use, except as provided in this Agreement, all information relating to the Project. Such information may, however, be disclosed insofar as such disclosure is necessary (where possible, with adequate safeguards for confidentiality) to allow either party to institute or defend against litigation with a third-party, to file and data prosecute patent applications or to comply with governmental regulations, provided by neither party shall use the Parties other party's information in any patent application without written approval from the other party. This obligation of confidentiality and non-use shall not apply to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity information which (i) is in writing as confidential at the time of disclosure public domain, (“Confidential Information”ii) shall be treated as confidential and proprietary material comes into the public domain through no fault of the providing Party and will be kept confidential receiving party, (iii) was known by the receiving Party party prior to disclosure under this Agreement or under the prior confidentiality agreement between Lilly and used solely for purposes Scriptgen, (iv) is disclosed to the receiving party without an obligation of confidentiality by a third party having a lawful right to make the disclosure, or (v) is disclosed under the provisions of Section 8.2 of this Agreement. Confidential Information will not include In furtherance of the objectives of the Project and with the approval of the parties, either party may disclose confidential information that is obtained or becomes available generated under this Agreement to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that has agreed in writing to be bound by the same or similar obligations of confidence set forth in this Section, provided the third party agrees not to use the confidential information without breach of law or agreementauthorization from the party owning the information, information except that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party such authorization shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information not be required in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality exercise of the Confidential Information in rights granted under any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided license granted under this Agreement. As a condition to receiving any Confidential Information All obligations of confidentiality and non-use imposed upon the parties under this Agreement shall expire on the later of (i) the date [***]; or (ii) the expiration of all obligations to pay royalties under Section 12.56.3 of this Agreement. Lilly agrees to xxxx all Xxxxx Information provided to Scriptgen in documentary form as "Confidential". If such Lilly Information is provided to Scriptgen in oral form, Lilly shall thereafter summarize the recipient disclosure in writing, xxxx it as "Confidential," and provide a copy to Scriptgen within thirty (30) days of the oral disclosure. In the same manner, Scriptgen agrees to xxxx all Scriptgen Information provided to Lilly in documentary form as "Confidential." If such Scriptgen Information is provided to Lilly in oral form, Scriptgen shall execute thereafter summarize the disclosure in writing, xxxx it "Confidential," and provide a Confidentiality Agreement in copy to Lilly within thirty (30) days of the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5oral discussion. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 7.1 Subject to clauses 7.2, 7.3 and 7.4, each party (abeing a receiving or disclosing party as the case may be) Except as may otherwise be required by applicable law, all information and data provided by will keep confidential the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material Information of the providing Party other party and will be kept confidential by not disclose or supply the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility any third party or use it for using such information any purpose, except in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply accordance with the provisions terms and objectives of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. agreement. 7.2 The Parties shall use all reasonable efforts Licensee may disclose to maintain sub-licensees of the confidentiality Licensed Technology such of the Confidential Information in any litigation, shall promptly notify as is necessary for the providing Party exercise of any attempt by rights sub-licensed, provided that the Licensee shall ensure that such sub-licensees accept a continuing obligation of confidentiality on the same terms as this clause, and giving third party enforcement rights to obtain OUI, before the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit Licensee makes any disclosure of the Confidential Information. The Licensee may also disclose the Licensed Technology to the extent reasonably required in connection with the conduct of its business including to potential investors, other business associates and professional advisors provided that such persons have agreed in writing to be bound by non-use and non-disclosure obligations that are no less strict than those set forth in this agreement or are subject to professional codes of conduct that prevent disclosure of client confidential information and the Licensee will take action in respect of any breach of such obligations. 7.3 Confidential Information may be exchanged freely between OUI and the University and communications between those two parties shall not be regarded as disclosures, dissemination or publication for the purpose of this agreement. OUI may also disclose the terms of this agreement and royalty reports and payments made by the Licensee to any third parties that have rights to a revenue share for providing funding in the development of the Licensed Technology provided that such persons have agreed in writing to be bound by nonuse and non-disclosure obligations that are no less strict than those set forth in this agreement or are subject to professional codes of conduct that prevent disclosure of client confidential information and OUI will take action in respect of any breach of such obligations. 7.4 Clause 7.1 will not apply to any Confidential Information which: (a) is known to the receiving party before disclosure, and not subject to any obligation of confidentiality owed to the disclosing party; (b) The Parties may provide any Confidential Information (i) to is or becomes publicly known without the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors fault of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5.party; (c) is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that it is subject to an obligation of confidentiality owed to the disclosing party; (d) the receiving party can establish by reasonable proof was substantially and independently developed by officers or employees of the receiving party who had no knowledge of the disclosing party’s Confidential Information; or (e) is approved for release in writing by an authorised representative of the disclosing party. 7.5 Nothing in this agreement will prevent a party from disclosing Confidential Information where it is required to do so by law or regulation, stock exchange rules, or by order of a court or competent authority, provided that, in the case of a disclosure under the Freedom of Information Axx 0000 (“FOIA”), none of the exemptions in the FOIA applies to the relevant Confidential Information and provided always that, to the extent permitted by law or regulation, the receiving party will give such notice as is reasonably practicable in the circumstances to the disclosing party about the timing and content of such a disclosure. 7.6 If either party to this agreement receives a request under the FOIA to disclose any information that, under this agreement, is the other party’s Confidential Information, it will notify and consult with the other party. The obligation other party will respond within [***] after receiving notice if that notice requests the other party to provide confidential treatment information to Confidential Information shall assist in determining whether or not be affected by an exemption under the inadvertent disclosure of Confidential Information by either PartyFOIA applies to the information requested under the FOIA.

Confidentiality. (a) Except Each Party will treat as confidential the Confidential Information of the other Party, and will take all necessary precautions to assure the confidentiality of such Confidential Information. Each Party agrees to return to the other Party upon the expiration or termination of this Agreement all Confidential Information acquired from such other Party, except as to such information it may otherwise be required to retain under Applicable Laws, and except for one copy of such information to be retained by applicable law, all information and data provided by such Party solely to enable it to assess its compliance with the Parties confidentiality provisions of this Section 10.1. From the date hereof through the period ending ten (10) years after the Closing Date (or the termination date if this Agreement is terminated prior to one another Closing pursuant to this Agreement and marked “Confidential” Article 7), neither Party shall, without the other Party’s express prior written consent, use or otherwise identified with specificity disclose any such Confidential Information for any purpose other than to carry out its obligations hereunder. Each Party, prior to disclosure of Confidential Information of the other Party to any employee, consultant or advisor shall ensure that such Person is bound in writing as confidential at to observe the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. confidentiality such Party’s Confidential Information will on terms no less restrictive than those contained herein. The obligations of confidentiality shall not include information that is or becomes available apply to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information Confidential Information that the receiving Party receives from a third party who may disclose that information without breach of is required by law or agreementregulation to disclose, information provided however that the receiving Party develops independently without using the Confidential Information, and information that shall so notify the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential of its intent and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply cooperate with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all disclosing Party on reasonable efforts measures to maintain protect the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwiseInformation. A Party or third party beneficiary under Article 9 which has received Confidential Information may use Seller hereby acknowledges and agrees that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to of Seller on or before the Responsible Utility pursuant to provisions of this Agreement under which information is to Closing Date included in the Assets shall be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to OwnerBuyer’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, after the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5Closing Date. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. 20.1 Each of the Parties agrees that: (a) Except as may otherwise be required by applicable law, all information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“it will not disclose any Confidential Information”) shall be treated as confidential and proprietary material Information of the providing other to any third party at any time during the Term without the prior written consent of the disclosing Party; (b) it will not make use of any Confidential Information of the other Party and will be kept confidential for any purpose other than for the purposes set forth in, or in furtherance of the transactions contemplated by the receiving Party and used solely for purposes of this Agreement. Confidential Information ; and/or (c) it will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality prevent unauthorized publication or disclosure by any person of the such Confidential Information including requiring its employees, consultants or agents to enter into similar confidentiality agreements in any litigationrelation to such Confidential Information. 20.2 Notwithstanding the foregoing, either Party shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after be permitted upon reasonable prior written notice to the other Party and affording to disclose Confidential Information if required by law or court order. 20.3 All Confidential Information in any form will be returned to the Party who disclosed the Confidential Information within thirty (30) days of the termination or expiration of this Agreement, save for the retention of one (1) copy of the Confidential Information by the receiving Party as a record of the receiving Party’s ongoing confidentiality obligations under this Agreement. 20.4 Neither Party shall use the name of the other Party an opportunity in any publicity or advertising nor, except as required by law or court order, publicly disclose information related to obtain a protective order this Agreement or other relief to prevent or limit disclosure the terms and conditions hereof without the prior written consent of the Confidential Informationother Party. (b) The 20.5 Each of the Parties may provide any agrees that all Confidential Information (i) to that it receives from the Responsible Utility pursuant to provisions other Party and/or its Affiliates in connection with the Products is the sole property of this Agreement under which information is to the disclosing Party and shall be provided to that Responsible Utility used by it only in accordance with the terms and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. 20.6 This Section 20 shall be in effect during the Term and for a period of five (c5) years following the termination or expiration thereof. 20.7 The obligation Parties acknowledge that it is their intention to provide confidential treatment to Confidential Information shall not be affected by limit the inadvertent disclosure of Confidential Information by either Partyhereunder to the Products and matters directly related thereto.

Confidentiality. (a) Except as may otherwise be required by applicable law, Each party expressly undertakes to protect and to preserve the confidentiality of all information and data provided know-how made available under or in connection with this Contract, or the parties’ activities hereunder that is either designated as being confidential, or which, by the Parties to one another pursuant to this Agreement and marked “Confidential” nature of the circumstances surrounding the disclosure, ought in good faith be treated as proprietary or otherwise identified with specificity in writing as confidential at (the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material ). The Money Manager understands that the holdings, performance or any other information regarding the Fund Account managed by the Money Manager is the property of the providing Party Fund and will may be kept confidential used by the receiving Party and used solely for purposes Fund or by RIMCo as its agent in their discretion, including with respect to RIMCo’s investment advisory services to the Fund. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a reasonable standard of this Agreementcare, to keep confidential the Confidential Information. Neither party shall disclose Confidential Information will except: (a) to its employees, consultants, legal advisors or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that prior to such disclosure the receiving party shall provide the disclosing party with at least 15 days prior written notice (or, if 15 days prior written notice is not include information that is possible given the terms of the order, with prompt verbal notice followed by next day written notice), shall seek, or becomes available permit the disclosing party to seek, a protective order or equivalent to the public through no breach extent one does not already apply, and shall comply with the terms of this Agreementany such protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, information that was previously known by without prior notice to the receiving Party without any obligation to hold it in confidencedisclosing party, information provided that the receiving Party receives party shall obtain a confidentiality undertaking from a third party who may disclose the regulatory agency where possible; provided further that information without breach of law or agreementwith respect to (b) and (c), information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party party shall keep such information confidential and shall limit the disclosure of any only disclose such Confidential Information as is minimally required to only those personnel within its organization with responsibility for using such information respond to the order or inquiry, based upon the advice of counsel. Neither party will make use of any Confidential Information except as expressly authorized in connection with this AgreementContract or as agreed to in writing between the parties. The However, the receiving Party party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts have no obligation to maintain the confidentiality of information that: (a) it received rightfully from another party prior to its receipt from the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. disclosing party; (b) The Parties may provide the disclosing party discloses generally without any Confidential Information (i) to the Responsible Utility pursuant to provisions obligation of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billingconfidentiality; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The is or subsequently becomes publicly available without the receiving party’s breach of any obligation to provide confidential treatment to Confidential Information shall not be affected owed the disclosing party; or (d) is independently developed by the inadvertent disclosure receiving party without reliance upon or use of any Confidential Information by either PartyInformation. Each party’s obligations under this clause shall survive for a period of three (3) years following the expiration or termination of this Contract. Notwithstanding anything herein to the contrary, each party to this Contract may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction) of the transactions contemplated hereby.

Confidentiality. 19.1 Before or within contract period, one party has disclosed or probably may disclose his business, financial position, know how, research and development and other confidential information or documents to other parties. In addition, the two parties may get confidential and private documents of the two parties and vice versa, With the exception of other Confidentiality or non-disclosure agreements or provisions, either Party and the joint venture company who accept all above documents (awith inclusion of written documents or non-written documents, hereinafter referred as “secret documents” shall, within the validity period of the contract and following two years” (1) Keep them under secret conditions (2) Except as may otherwise be required by applicable law, all information and data provided by the Parties for her own employees who need to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material get acquaintance of the providing Party above secret documents to fulfill duties and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is disclose to any other person or becomes available Entity. 19.2 The above regulation Article 19.1 shall not apply to the public through no following secret documents: (1) Any written record can verify that these documents from the disclosure party has been known to the other party before (2) Not due to the receiver’s breach of this Agreement, information that was previously known by the receiving Party contract but those documents are or have been published (3) Secret data received from another third party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after notice to the other Party and affording the other Party an opportunity to obtain a protective order or other relief to prevent or limit disclosure of the Confidential Information. (b) The Parties may provide any Confidential Information (i) to the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility and as required for settlement and billing; (ii) to any entity with audit rights under Section 12.2 or review rights specified in other provisions of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure liability (4) Data required to be disclosed as per order of court of jurisdiction or government departments 19.3 As per required by one party, the joint venture company should sign another Non-disclosure agreement on the secret documents obtained from the party or its related companies, provisions of which shall be similar with those under Article 19. 19.4 Rule & regulations shall be formulated by every party and the joint venture company to ensure every party herself, related companies, Board members, high-ranking executives and other obligations contained employees can equally abide by the above non-disclosure liability stipulated in this Section 12.5Article 19. All directors, manager and other employees of the joint venture company shall sign a non-disclosure letter of guarantee with an acceptable style and contents. (c) The obligation 19.5 Rules and regulations under this Article 19 are stipulated without prejudice to provide confidential treatment any possible occurred rights or obligations of either Party or the joint venture company under relevant Law or relevant provisions. 19.6 For any natural person or legal person of either party under this contract, after his transferred registered capital and correspondent rights and obligations no more belongs to Confidential Information his possession alone, article 19 keeps binding upon either party. In addition, even upon the contract expiration of the Duration or termination before the date of expiration or dissolutions of the joint venture, rights and obligations under article 19 shall not be affected by the inadvertent disclosure of Confidential Information by either Partykept valid within prescribed period.

Confidentiality. (a) Except Subject to Clause 6 below, the Trial Site agrees to treat the Results, excluding any Clinical Data of the Study, as may otherwise be required by applicable lawConfidential Information of the Sponsor and the Sponsor agrees to treat Personal Data, all Pseudonymised Participant Data and confidential patient information and data provided by the Parties to one another pursuant to this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at the time of disclosure (“Confidential Information”) shall be treated as confidential and proprietary material of the providing Party and will be kept confidential by the receiving Party and used solely for purposes of this Agreement. Confidential Information will not include information that is or becomes available to the public through no breach of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential Information, and information that the disclosing Party approves for release in writing. The receiving Receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information agrees: to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use take all reasonable efforts steps to maintain protect the confidentiality of the Confidential Information and to prevent it from being disclosed otherwise than in accordance with this Agreement; to ensure that any litigationof its employees, shall promptly notify students, researchers, consultants or sub-contractors who participate in the providing Party operation of any attempt by a third party the Study are made aware of, and abide by, the requirement of this Clause 4.3.2; to obtain use Confidential Information solely in connection with the operation of the Agreement and not otherwise, except in the case where the Confidential Information through is Personal Data and/or confidential patient information, where it may be used solely on the basis of maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal process or otherwise. A Party or third party beneficiary under Article 9 which has received basis/special category condition, appropriate transparency information and that the purpose is not incompatible with the original purpose; not to disclose Confidential Information in whole or in part to any person without the Disclosing Party’s prior written consent or, where the Confidential Information is Personal Data and/or confidential patient information, without maintaining the common law duty of confidentiality and in accordance with the requirements of the Data Protection Legislation, including but not limited to an appropriate legal basis/special category condition, appropriate transparency information and that the purpose is not incompatible with the original purpose; That in the event of a Party visiting the establishment of another Party, the visiting Party undertakes that any further Confidential Information that may use that information in litigation or regulatory proceedings related to this Agreement but only after notice come to the other Party visiting Party’s knowledge as a result of any such visit, shall be treated as Confidential Information in accordance with this Clause 4.3. The provisions of Clause 4.3.1 and affording 4.3.2 shall not apply to the other Party an opportunity to obtain a protective order whole or other relief to prevent or limit disclosure any part of the Confidential Information that is: lawfully obtained by the Receiving Party free of any duty of confidentiality; already in the possession of the Receiving Party and which the Receiving Party can show from written records was already in its possession (other than as a result of a breach of Clause 4.3.1 or 4.3.2); in the public domain (other than as a result of a breach of Clause 4.3.1 or 4.3.2); independently discovered by employees of the Receiving Party without access to or use of Confidential Information. (b) The Parties may provide any Confidential Information (i) to ; necessarily disclosed by the Responsible Utility Receiving Party pursuant to a statutory obligation; disclosed with prior written consent of the Disclosing Party; necessarily disclosed by the Receiving Party by virtue of its status as a public authority in terms of the EIR, EI(S)R, FOIA or the FOI(S)A; published in accordance with the provisions of Clause 6. The restrictions contained in Clauses 4.3 shall remain in force without limit in time in respect of Personal Data and any other information which relates to a patient, his or her treatment and/or medical records. Save as aforesaid and unless otherwise expressly set out in this Agreement under which information is to be provided to that Responsible Utility and as required Agreement, these clauses shall remain in force for settlement and billing; a period of ten (ii10) to any entity with audit rights under Section 12.2 years after the termination or review rights specified in other provisions expiry of this Agreement, (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any Confidential Information under this Section 12.5, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N and thereby agree to be subject to the non-disclosure and other obligations contained in this Section 12.5. (c) The obligation to provide confidential treatment to Confidential Information shall not be affected by the inadvertent disclosure of Confidential Information by either Party.

Confidentiality. (a) Except as may otherwise be required by applicable law10.1 Subject to Section 13.3.7, all information Pfizer and data Ideaya agree to hold in confidence any Confidential Information provided by the Parties to one another other Party, and neither Party shall use [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Confidential Information of the other Party except for the performance of the Study and for the Permitted Use and any other use expressly permitted by this Agreement and marked “Confidential” or otherwise identified with specificity in writing as confidential at Agreement. Neither Party shall, without the time prior written permission of the other Party, disclose any Confidential Information of the other Party to any Third Party except to the extent disclosure (“Confidential Information”i) shall be treated as confidential and proprietary material of is required by Applicable Law; (ii) is pursuant to the providing Party and will be kept confidential by the receiving Party and used solely for purposes terms of this Agreement. Confidential Information will not include information that ; or (iii) is or becomes available to necessary for the public through no breach conduct of this Agreement, information that was previously known by the receiving Party without any obligation to hold it in confidence, information that the receiving Party receives from a third party who may disclose that information without breach of law or agreement, information that the receiving Party develops independently without using the Confidential InformationStudy, and information in each case ((i) through (iii)), provided that the disclosing Party approves for release in writing. The receiving Party shall keep such information confidential and shall limit the disclosure of any such Confidential Information to only those personnel within its organization with responsibility for using such information in connection with this Agreement. The receiving Party shall assure that personnel within its organization read and comply with the provisions of this Section 12.5 and any Confidentiality Agreement implementing this Section 12.5. The Parties shall use all provide reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation, shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise. A Party or third party beneficiary under Article 9 which has received Confidential Information may use that information in litigation or regulatory proceedings related to this Agreement but only after advance notice to the other Party before making such disclosure, and affording assist the other Party an opportunity to obtain a protective in contesting such order or seeking confidential treatment, and in the case of (ii) and (iii) provided that such disclosure is under written obligations of confidentiality and non-use at least as stringent as the obligations contained herein. For the avoidance of doubt, Ideaya may, without Pfizer’s consent, disclose Confidential Information to clinical trial sites, clinical trial investigators and other relief Third Party vendors (including contract research organizations) performing the Study, the data safety monitoring and advisory board relating to prevent or limit disclosure the Study, and Regulatory Authorities working with Ideaya on the Study, in each case to the extent necessary for the performance of the Study and provided that such persons (other than governmental entities) are bound by an obligation of confidentiality and non-use at least as stringent as the obligations contained herein. Each Party may disclose the other Party’s Confidential InformationInformation only to those of its and its Affiliates’ employees, agents and contractors who need access thereto for the purposes permitted under this Agreement and who are bound by obligations of confidentiality and non-use at least as stringent as the obligations contained herein. (b) The Parties may provide any 10.2 Inventions that constitute Confidential Information and are jointly owned by the Parties shall constitute the Confidential Information of both Parties. 10.2.1 Pfizer shall have the right to (i) to use jointly owned Confidential Information and Clinical Data in connection with its independent development, commercialization or other exploitation of any proprietary Pfizer compound including the Responsible Utility pursuant to provisions of this Agreement under which information is to be provided to that Responsible Utility Pfizer Compound (alone or in combination with the Ideaya Compound and/or other pharmaceutical agents) and as required for settlement and billing; (ii) disclose jointly owned Confidential Information and Clinical Data in press releases and/or filings under the SEC Rules as reasonably determined to be necessary under SEC Rules by Pfizer, in each case without the consent of, or any entity obligation to account to, Ideaya; and (ii) disclose such Confidential Information to Third Parties consistent with audit rights Articles 3.8, 10, 11 and 12. 10.2.2 Ideaya shall have the right to (i) use jointly owned Confidential Information and Clinical Data in connection with its independent development, commercialization or other exploitation of any proprietary Ideaya compound including the Ideaya Compound (alone or in combination with the Pfizer Compound and/or other pharmaceutical agents), (ii) disclose jointly owned Confidential Information and Clinical Data in press releases and/or filings under Section 12.2 or review rights specified in other provisions of this Agreementthe SEC Rules as reasonably determined to be necessary under SEC Rules by Ideaya, and (iii) on a need-to-know basis, to Owner’s Scheduling Coordinator, financial institutions, agents, lessors of the Unit and potential purchasers of interests in a Unit; and, (iv) as required for settlement and billing, to Scheduling Coordinators responsible for paying for services provided under this Agreement. As a condition to receiving any disclose jointly owned Confidential Information under and Clinical Data to bona fide actual or prospective non-pharmaceutical company underwriters, investors, lenders or other financing sources, and who in each case have a specific need to know such Confidential Information and who are bound by a like [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. obligation of confidentiality and restrictions on use. in each case without the consent of Pfizer; and (ii) disclose such Confidential Information to Third Parties consistent with Articles 3.8, 10, 11 and 12. 10.3 Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party. Subject to Section 12.53.8, the recipient shall execute a Confidentiality Agreement in the applicable form contained in Schedule N Ideaya may use and thereby agree disclose to be Third Parties any Ideaya solely owned Confidential Information for any purpose without obligation or accounting to Pfizer. Similarly, subject to the non-disclosure Section 3.8, Pfizer may use and other obligations contained in this Section 12.5disclose to Third Parties any Pfizer solely owned Confidential Information for any purpose without obligation or accounting to Ideaya. (c) The obligation to provide confidential treatment to 10.4 All Confidential Information containing personal identifiable data shall not be affected by the inadvertent disclosure of Confidential Information by either handled in accordance with all data protection and privacy laws, rules and regulations applicable to such Party.. 11