Common use of Confidentiality Clause in Contracts

Confidentiality. Unless otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;

Confidentiality. Unless otherwise agreed to in writing by the Each party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallshall hold, and shall cause its Affiliatesrespective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the transactions contemplated under this Agreement in strict confidence, shall not use such information except for the sole purpose of evaluating the Transactions and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, agentsshareholders, counselinterest holders, financial advisors Affiliates, agents and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to representatives, as such party's "Representatives") toapplicable, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationinformation for the sole purpose of evaluating the Transactions and with respect to representatives, (ii) use such Confidential Information only advisors and Affiliates of the Persons involved in connection with consummating the transactions described in Section 6.1, including potential investors in the contemplated hereby private offering of the Company's common stock, par value $.001 per share ("Common Stock") (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information directed by such party in any manner detrimental writing to treat such information confidentially). If this Agreement is terminated pursuant to the disclosing party. In provisions of Article VIII, each party shall immediately return to the event that a receiving other party is requested pursuant toall such information, or required by, applicable law or regulation or all copies thereof and all information prepared by legal process to disclose any Confidential Information of the disclosing party, the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect not apply to Confidential Information that (i) is disclosed to learned by the disclosing party from a third party with entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party's written approval, (ii) is required provided that the disclosing party had no Knowledge that the disclosing party was subject to be produced under order an obligation of a court of competent jurisdiction or other similar requirements of a governmental agency, or confidentiality; (iii) is required by law or court order to be disclosed by applicable law the parties; or regulation(iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this subsection (a). Notwithstanding anything contained herein to the contrary, will, subject in the case event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of clauses the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent provide only that amount of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great information as the care it normally takes disclosing party is advised by its counsel is necessary to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special strictly comply with such court order or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;subpoena.

Confidentiality. Unless otherwise agreed The Parties hereto will hold and will cause their respective employees, officers, directors, consultants and advisors to hold in writing strict confidence, unless compelled to disclose by judicial or administrative process and then only with written notice prior to disclosure to the disclosing party, all documents and information concerning the disclosing party furnished to the receiving party in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the receiving party disclosing other than through a breach of a confidentiality agreement by a third party; (ii) in the public domain through no fault of the receiving party; or whose Representatives disclosed(iii) later lawfully acquired by the same receiving party from other sources) (a the "disclosing partyConfidential Information"), each party will not use such Confidential Information except to evaluate and consummate the Merger (a "and, if the Merger is consummated, in the business of MCSC and the Surviving Corporation thereafter) and will not release or disclose the Confidential Information to any other person, except the receiving party") shall's auditors, and shall cause its Affiliates, directors, officers, employees, agents, counselattorneys, financial advisors and controlling Persons other consultants and advisors and lending institutions (including banks) or lending authorities in connection with this Agreement (it being understood that such Affiliates persons shall be informed by the receiving party of the confidential nature of such information and other Persons with respect shall be directed by the receiving party to any party being collectively referred treat such information confidentially). If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained for a period of one (1) year from the date of termination of this Agreement, except to as such party's "Representatives") to, (i) keep all the extent the Confidential Information of comes into the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives public domain through no fault of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is If requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide will return to the disclosing party with prompt notice of such request(s) to enable party, all physical materials furnished by the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentenceparty or their respective agents, cease to the extent of the disclosure so consented to representatives or requiredadvisors and all copies thereof, except to the extent otherwise provided in whatever medium, and all materials prepared by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care which evaluate or reflect the Confidential Information. It is understood that the receiving party shall be deemed to prevent disclosure of have satisfied its obligation to hold the Confidential Information that is at least confidential if it exercises the same care as great as the care it normally takes to preserve confidentiality for its own information similar information. The disclosing party will be entitled to equitable relief in the event of a similar nature, it shall not be liable for any disclosure that occurs despite breach by the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence of the provisions contained in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Section 5.4(b).

Confidentiality. Unless otherwise agreed 11.01 DUKE and COMPANY each agree to in writing treat any confidential information disclosed to it by the other party disclosing under this AGREEMENT with reasonable care and to avoid disclosure of such confidential information to any other person, firm or corporation, except to its respective (or whose Representatives disclosedi) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counseland representatives which are bound by the obligations of confidentiality and restricted use set forth in this Article 11, financial advisors and controlling Persons (ii) its AFFILIATES and/or SUBLICENSEES which are bound by written confidentiality agreements, the provisions of which are at least as restrictive and protective of the original disclosing party’s confidential information as those provided in this Article 11, and each party shall be liable for its unauthorized disclosure or failure to exercise such Affiliates reasonable care. Further, the receiving party will not use the disclosing party’s confidential information other than for the benefit of the parties hereto and other Persons relating to this AGREEMENT. These obligations of non-disclosure and restricted use shall remain in effect for each subject disclosure of confidential information for a period of time of five (5) years from such disclosure; however, neither party shall have an obligation, with respect to confidential information disclosed to it, or any part thereof which (a) is already known to the receiving party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information at the time of the disclosing disclosure; disclosure; (b) becomes publicly known without the wrongful act or breach of this AGREEMENT by the receiving party; (c) is rightfully received by the receiving party from a THIRD PARTY on a non-confidential basis (d) is subsequently and not disclose or reveal any such Confidential Information to any Person other than those Representatives independently developed by employees of the receiving party who are participating had no knowledge of the disclosing party’s confidential information, as verified by written records; (e) is approved for release by prior written authorization of the party disclosing the confidential information; or (f) is disclosed pursuant to any judicial or government request, requirement or order, provided that the party so disclosing takes reasonable steps to provide the other party sufficient prior notice in effecting order to contest such request, requirement or order and provided that such disclosed confidential information otherwise remains subject to the transactions contemplated hereby obligations of confidentiality set forth in this Article 11. Notwithstanding the foregoing or who otherwise need anything to know the contrary in this AGREEMENT, it is understood and agreed that if either party discloses confidential information directly to Xx. Xxxxx X. Sullenger, such Confidential Informationconfidential information shall not be deemed to have been received by the other party. 11.02 Subject to the exceptions set forth in Section 11, (ii) use such Confidential Information only DUKE and COMPANY agree that all written reports and notices provided or disclosed by either party to the other in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information this AGREEMENT shall constitute confidential information of the disclosing party, whether or not such written reports and notices are marked “CONFIDENTIAL”. The parties further agree that any other information to be treated as confidential information under this Article I 11 1 must be disclosed in writing or other tangible medium and must be clearly marked “CONFIDENTIAL”. Confidential information disclosed orally must be identified as “CONFIDENTIAL” at the receiving time of the oral disclosure and thereafter summarized and reduced to writing or other tangible medium, marked “CONFIDENTIAL”, and communicated to the other party shall provide the disclosing party with prompt notice within thirty (30) days of such request(s) disclosure. For avoidance of doubt, electronic transmissions of confidential information shall be deemed to enable have been disclosed in a tangible medium provided such transmissions are clearly marked “CONFIDENTIAL”. 11.03 Notwithstanding the disclosing party foregoing, COMPANY shall have the right to seek an appropriate protective order. A party's obligations hereunder use and disclose any confidential information related to the DUKE TECHNOLOGY to investors, prospective investors, employees, consultants and agents with respect a need to Confidential Information know, collaborators, prospective collaborators and other THIRD PARTIES in the chain of manufacturing and distribution provided that COMPANY (i) is disclosed to a third party with obtains from such parties written confidentiality agreements, the disclosing party's written approval, provisions of which are at least as restrictive and protective of DUKE’s confidential information as those provided in this Article 11 or (ii) is required obtains express prior written approval from DUKE to make such disclosures to subject entities or individuals who have not signed such written confidentiality agreements described in the preceding (i); provided, however, that COMPANY shall have the right to use and disclose any confidential information related to the DUKE TECKNOLOGY to investors and prospective investors as reasonably determined by COMPANY in good faith to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject appropriate in the case furtherance (directly or indirectly) of clauses (ii) and (iii) above the development and/or commercialization of the DUKE TECHNOLOGY under this AGREEMENT. 11.04 Subject to the receiving party's compliance with the preceding sentenceexceptions set forth in Section II.01, cease but not notwithstanding anything else to the extent contrary in this AGREEMENT (including, but not limited to, the provisions of Section 11.02), all information relating to filing, prosecution, maintenance, defense, infringement, and the disclosure so consented to or requiredlike regarding the DUKE PATENT RIGHTS (no matter how disclosed), except shall be considered confidential information of DUKE and subject to the extent otherwise provided by the terms obligations of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent restricted use and non-disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and set forth in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Article 11.

Confidentiality. Unless otherwise agreed ‌ (a) Both Parties to in writing by the party disclosing Contract shall respect, acknowledge and agree that any and all information concerning the other’s business and the Terms and Conditions of this Contract, is Confidential Information. (b) Both Parties agree that they shall not permit the duplication, use or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information disclosure of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person person (other than those Representatives its own employees or Third Party where the same requires such information for the performance of the receiving party who Service, unless such duplication, use or disclosure is specifically authorised by the other party, or is required by the operation of law. (c) Specific authorisation for duplication of Confidential Information may be required in writing, by either Party, prior to the duplication process. (d) Confidential Information does not include information which at the time of disclosure is, or comes into, the public domain (other than by the unauthorised act of the Disclosing Party). (e) The Parties shall take all reasonable steps to ensure that their employees, or Third Parties maintain, with no limitation, the confidence of all Confidential Information. (f) Specifically, a Receiving Party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are participating in effecting of a confidential nature and have been disclosed to the transactions contemplated hereby Receiving Party by the Disclosing Party, its employees, or who otherwise Third Parties, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. (g) Specifically, a Receiving Party shall restrict disclosure of such confidential information to such of its employees, or Third Parties as 'need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating know' for the transactions contemplated hereby and enforcing purpose of discharging the receiving partyReceiving Party's rights hereunderobligations under the Contract, and shall ensure that such employees, and Third Parties are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. (iiih) The Customer undertakes to keep all Publications and materials created by the Supplier confidential and shall not use Confidential Information copy, publish or distribute any such information, materials or documents to any third party without the prior written consent of the Supplier (save where such information is in any manner detrimental to the disclosing party. In public domain or the event that a receiving party Customer is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that information by law). (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent The confidentiality clause 8 shall survive termination of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Contract.

Confidentiality. Unless otherwise agreed Confidential Information" means each party’s data and information, whether accessed electronically or otherwise, of a confidential or proprietary nature to which a party has access or that is provided pursuant to this Agreement, including trade secrets, functional and technical specifications, designs, drawings, translations, analysis, research, processes, computer programs, beta versions, algorithms, methods, ideas, “know how,” and other technical information, sales and marketing research, materials, plans, projects, and other business information, accounting and financial information, other information concerning the products, services and business of the parties, the terms of this Agreement, and information concerning Fulfillment Providers and third- party suppliers or customers of the parties. Information shall be considered to be Confidential Information: (a) if marked as such; (b) if the disclosing party orally or in writing by has advised the receiving party disclosing of the confidential nature of the information; or (c) if, due to its character or whose Representatives disclosednature, reasonable people in a like position and under like circumstances would treat it as confidential. Further, all sales related information, including, without limitation, all information created or developed pursuant to Section 9 and other such sales information, whether generated on the Branded Site or otherwise (collectively, “Sales Information”) is Costco's Confidential Information. Each party agrees that the Confidential Information of the other party will be held in confidence to the same (a "disclosing party"), extent and the same manner as each party (a "receiving party") protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. Each party however, shall, and shall cause be permitted to disclose relevant aspects of such Confidential Information to its Affiliates, directors, officers, employees, agentsand consultants on a need-to-know basis, counsel, financial advisors and controlling Persons (such Affiliates and provided that they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. Each party agrees to use all reasonable steps to ensure that the other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information received under this Agreement is not disclosed in violation of this Section. Each party agrees not to use the Confidential Information of the disclosing other party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case performance of clauses (ii) its obligations under this Agreement. The obligations set forth in this Section do not apply if and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a party receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing ("Receiving party's lost profits resulting directly and solely from such disclosure;") establishes that:

Confidentiality. Unless otherwise agreed to in writing A. Not withstanding any other Agreement regarding Confidentiality that may be signed by the party disclosing (Parties hereto, during the term of this Agreement and after termination or whose Representatives disclosed) expiration of this Agreement for any reason whatsoever the same (a "disclosing party"), each party (a "receiving party") Receiving Party shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) : 1. keep all the Confidential Information of the disclosing party confidential and confidential; 2. not disclose or reveal any such the Confidential Information to any Person other person other than those Representatives with the prior written consent of the receiving party who are participating Disclosing Party or in effecting accordance with this Section; and 3. not use the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating for any purpose other than the transactions contemplated hereby and enforcing performance of its obligations under this Agreement. B. During the receiving party's rights hereunder, and (iii) not use term of this Agreement the Receiving Party may disclose the Confidential Information in any manner detrimental to its employees (the "Recipient") to the disclosing party. In extent that it is necessary for the event purposes of this Agreement. C. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose this Agreement. D. The obligations contained in this Section shall not apply to any Confidential Information which: 1. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; or 2. can be shown by the Receiving Party to the reasonable satisfaction of the disclosing party, Disclosing Party to have been known to the receiving party shall provide Receiving Party prior to it being disclosed by the disclosing party with prompt notice Disclosing Party to the Receiving Party; or 3. subsequently comes lawfully into the possession of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to Receiving Party from a third party with the disclosing party's written approval; or 4. CLENERGEN determines, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencyin its absolute discretion, or (iii) is required to be disclosed by applicable law or regulationit in order to fulfil its reporting obligations as a public company. E. For the purposes of this Clause, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the "Confidential Information that is at least as great as the care it normally takes to preserve its own Information" means all information of a similar natureconfidential nature disclosed (whether in writing, it shall not be liable for verbally or by any disclosure that occurs despite other means and whether directly or indirectly) by one party (the exercise "Disclosing Party") to any other party (the "Receiving Party") whether before or after the date of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed A party (receiving party) shall keep in strict confidence: all information that relates to the business, affairs, operations, developments, trade secrets, personnel and suppliers, including all technical or commercial know-how, Intellectual Property Rights, specifications, inventions, processes or initiatives and Personal Data which are in writing each case of a confidential nature and have been disclosed pursuant to this Contract to it by the other party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallits employees, agents or Subcontractors, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and any other Persons with respect to any party being collectively referred to as such confidential information concerning the disclosing party's "Representatives") tobusiness, (i) keep all Confidential Information of the disclosing party confidential its products and not disclose or reveal any such Confidential Information to any Person other than those Representatives of services which the receiving party may obtain (collectively confidential information). The receiving party shall only disclose the disclosing party's confidential information to those of its employees, agents and Subcontractors who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating it for the transactions contemplated hereby and enforcing purpose of discharging the receiving party's rights hereunderobligations under this Contract, and (iii) not use Confidential Information shall ensure that such employees, agents and Subcontractors enter into obligations with it which are equivalent to those set out in any manner detrimental to the disclosing partythis clause. In the event that a The receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to may also disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) confidential information where such disclosure is required to be produced under order of by law, by any governmental or regulatory authority or by a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with prior notification to the preceding sentence, cease disclosing party to the extent reasonably possible. The receiving party shall immediately notify the disclosing party if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the disclosure so consented to disclosing party’s Confidential Information. No party shall use or required, except to exploit the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract. This clause 14 shall survive termination or expiry of this Contract. 15 TUPE Indemnity - (The Transfer Of Undertakings (Protection of Employment) Regulations 2006) The parties do not believe that is at least as great as TUPE applies to this Contract, but in the care event that it normally takes to preserve its own information of a similar naturedoes, it the Supplier shall not be liable for and indemnify, keep indemnified and hold harmless the Customer in full and on demand against all Losses howsoever caused or incurred as a result of any disclosure that occurs despite application of TUPE in respect of this Contract or of the exercise termination in whole or part of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Contract. Statutory regulations

Confidentiality. Unless 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 agreed to in writing obtained by the party disclosing other, its affiliates, agents or representatives during the term of this Agreement (or whose Representatives disclosedthe “Proprietary Information”) is confidential and proprietary, constitutes trade secrets of the same (a "disclosing party"), each party (a "receiving party") shallowner, 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 cause its Affiliatesrefrain from using, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (disclosing or distributing any such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, information except (i) keep all Confidential Information as may be necessary in the ordinary course of performing the disclosing party confidential services and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, by this Agreement; (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information written consent of the disclosing other party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, ; or (iii) is as required to be disclosed by applicable law or regulation, will, subject in the case of clauses judicial process. Proprietary Information shall not include information a party to this Agreement can clearly establish was (iia) and (iii) above known to the receiving party's compliance with party prior to this Agreement; (b) rightfully acquired by the preceding sentence, cease party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the extent other party to this Agreement; (c) placed in public domain without fault of the disclosure so consented to party or required, except to the extent otherwise provided its affiliates; or (d) independently developed by the terms of such consent party without reference or covered by a protective order. If a receiving party uses a degree of care reliance upon Proprietary Information. B. All information, including “nonpublic personal information” as that term in defined in Regulation S-P, relating to prevent disclosure Participants is and shall remain the sole property of the Confidential Information that is at least as great as Trust and the care it normally takes to preserve its own information of a similar nature, it Recordkeeper and shall not be liable disclosed to or used by the Trust, the Recordkeeper, or their affiliates for any disclosure that occurs despite purpose except in the exercise performance of that degree 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 careRegulation S-P. Notwithstanding the foregoing, and in no event this Section 6 B shall a receiving party be liable not prohibit the Recordkeeper, the Funds, or any of their affiliates from utilizing the names of Participants for any indirectpurpose if the names are obtained in any manner other than from Recordkeeper pursuant to this Agreement. C. If applicable, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it Recordkeeper will deliver the Trust’s privacy policy as required by Regulation S-P. D. The provisions of this Section 6 shall be liable in damages for survive the disclosing party's lost profits resulting directly and solely from such disclosure;termination of this Agreement.

Confidentiality. Unless otherwise agreed to in writing by the Each party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallshall hold, and shall cause its Affiliatesrespective affiliates and representatives to hold, all Confidential Information made available to it in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of completing the transaction contemplated hereby or serving as the CEO of the Company, and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, agentsshareholders, counselinterest holders, financial advisors affiliates, agents and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to representatives, as such party's "Representatives") toapplicable, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating information for the transactions sole purpose of completing the transaction contemplated hereby (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and enforcing the receiving party's rights hereunderdirected by such party in writing to treat such information confidentially). If this Agreement is terminated, and (iii) not use Confidential Information in any manner detrimental each party shall immediately return to the disclosing party. In the event that a receiving other party is requested pursuant toall such information, or required by, applicable law or regulation or all copies thereof and all information prepared by legal process to disclose any Confidential Information of the disclosing party, the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect not apply to Confidential Information that (i) is disclosed to learned by the disclosing party from a third party with entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party's written approval, (ii) is required provided that the disclosing party had no knowledge that the disclosing party was subject to be produced under order an obligation of a court of competent jurisdiction or other similar requirements of a governmental agency, or confidentiality; (iii) is required by law or court order to be disclosed by applicable law the parties; or regulation(iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this subsection (a). Notwithstanding anything contained herein to the contrary, will, subject in the case event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of clauses the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) above provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena. For the receiving party's compliance with purposes of this Agreement, the preceding sentenceterm “Confidential Information” shall mean the existence and contents of this Agreement and the schedules and exhibits hereto, cease to the extent and all proprietary technical, economic, operational, financial and/or business information or material of the disclosure so consented one party that, prior to or requiredfollowing the Closing Date, except to the extent otherwise provided has been disclosed by the terms of such consent Parent, Sub or covered Fields, on the one hand, or the Company, on the other hand, in written, oral (including by a protective order. If a receiving party uses a degree of care to prevent disclosure of recording), electronic, or visual form to, or otherwise has come into the Confidential Information that is at least as great as possession of, the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;other.

Confidentiality. Unless otherwise agreed The Parties agree to respect and keep strictly confidential all scientific and technical information belonging to the other Party about which they may have knowledge due to the negotiation and execution of the Agreement. In particular, LICENSEE agrees to keep and maintain strictly confidential all information that it may receive during the transfer of the Know-How. The Parties agree to insure that their personnel and any other persons in writing their relationship in any respect whatsoever, respect and accept the obligations of confidentiality described in the Agreement. The bilateral confidentiality obligations between the Parties pursuant to the present Article shall not include the use or disclosure of confidential information which the receiving Party can prove: a) was disclosed by the party disclosing (mutual agreement of both Parties, or whose Representatives disclosedwas disclosed by the owning Party, b) was in the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information public domain at the moment of disclosure or entered the disclosing party confidential and not disclose public domain through no act or reveal any such Confidential Information to any Person other than those Representatives fault of the receiving party who are participating Party, c) was made available as a matter of lawful right by a third party, d) was in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing possession of the receiving party's rights hereunderParty at the time of disclosure by the owning Party or was developed independently by its agents or employees who did not have access to confidential information, e) was disclosed by lawful right, and (iii) not use Confidential Information to remain in any manner detrimental to compliance with existing regulations, an arbitration settlement or a final legal decision. The obligations of confidentiality set out herein shall remain in effect during the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information term of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective orderAgreement [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approvalCOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;AS AMENDED.

Confidentiality. Unless otherwise agreed to All confidential and/or proprietary information or documentation, regardless of its form (“Confidential Information”), of either party which is disclosed to, is acquired by or comes into the possession of, the other party hereto through operation of this Agreement shall be held in writing confidence by the other party disclosing (or whose Representatives disclosedincluding its affiliates) and shall be protected against unauthorized disclosure to the same (a "disclosing party"), each party (a "receiving party") shall, extent and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to in the same manner as such party's "Representatives") toparty protects its own confidential or proprietary information. Neither party shall disclose, (i) keep all publish, release, transfer or otherwise make available Confidential Information of the disclosing other party confidential and not in any form to, or for the use or benefit of, any person or entity, or duplicate or reproduce the same, without such other party's prior written approval. Each party shall, however, be permitted to disclose or reveal any such relevant aspects of the other party’s Confidential Information to its officers, agents, employees and authorized representatives and to the officers, agents, employees and authorized representatives of its affiliates, to the extent that such disclosure is reasonably necessary to the performance of its duties and obligations under this Agreement, provided that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by any Person such officer, agent, employee or authorized representative. The obligations in this Section 21 shall not ( a) restrict any disclosure by either party of the other than those Representatives party’s Confidential Information pursuant to any applicable law, or in compliance with the order of any governmental or regulatory authority of competent jurisdiction, provided that the disclosing party shall promptly give written notice thereof to the other party so as to permit such other party to apply for a protective order, (b) apply with respect to information that (i) can be demonstrably shown to have been in the possession of the receiving party who are participating in effecting at the transactions contemplated hereby time of disclosure by the disclosing party or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing have been independently developed by the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, ; (ii) is required to be produced under order at the time of such disclosure in the public domain, or thereafter comes into the public domain from a court third party and through no fault of competent jurisdiction or other similar requirements of a governmental agency, the receiving party; or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above shall have become legally available to the receiving party's compliance party from a third party having no obligation of confidentiality with respect thereto; or (c) apply after five (5) years from the preceding sentence, cease to the extent termination date of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed The contents of this Agreement and any information or items marked confidential or identified as confidential by written notice to in writing the receiving party delivered within thirty (30) days of delivery of the information or item furnished by either party to the other party under or relating to this Agreement may not be divulged by the receiving party disclosing (or whose Representatives disclosed) to any third party, and such information shall not be used by the same (a "receiving party for any purpose other than in connection with this Agreement without the prior written consent of the disclosing party"); provided, each party (a "receiving party") shallhowever, the obligations of confidentiality, nondisclosure and non-use shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not apply to any party being collectively referred to as such party's "Representatives") to, information that (i) keep all Confidential Information of is already in, or subsequently comes into, the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person public domain other than those Representatives through a violation of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationthis Agreement, (ii) use is received by the non-disclosing party on a non-confidential basis from a source which is not prohibited from disclosing such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderinformation pursuant to any legal, and (iii) not use Confidential Information in any manner detrimental contractual or fiduciary obligation to the disclosing party, (iii) was already known by the receiving party, as established by written documentation only, at the time of receipt from the disclosing party, (iv) is independently developed, and (v) is required by a court of law or by any governmental, regulatory or administrative agency, body or tribunal to be disclosed by the receiving party, provided that the receiving party gives the disclosing party timely prior notice of such requirement and the receiving party reasonably cooperates with the disclosing party in any attempt made by the disclosing party to obtain protection for such Confidential Information. In protecting the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide use the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a same degree of care it uses for its own Confidential Information, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, each party shall have the right to prevent disclosure disclose the other party’s Confidential Information to such of its consultants, accountants, financial advisors, outside counsel and other representatives with a bona fide need to know the Confidential Information that is at least as great as for the care it normally takes purpose of this Agreement or to preserve its own information potential investors (each, a “Representative”). Prior to any such disclosure to a Representative, the receiving party shall have informed the Representative of a the requirements of this Agreement and shall have obtained from such Representative an agreement requiring the Representative to protect the Confidential Information under terms and conditions substantially similar nature, it to those contained herein. Each party shall not be liable responsible for any disclosure that occurs despite breach of this Agreement by its Representatives. The covenants contained in this Section shall survive the exercise termination of that degree this Agreement, regardless of carethe cause of the termination, and in no event shall for a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted period of five (5) years from its willful misconduct or gross negligence in which event it shall be liable in damages for termination of the disclosing party's lost profits resulting directly and solely from such disclosure;Agreement.

Confidentiality. Unless otherwise agreed to The Parties acknowledge that in writing by connection with the party disclosing (provision and receipt of the Transition Services, any Party or whose any of its Affiliates or its or their respective Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect Party, the “Receiving Party”) may obtain access to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose other Party or reveal any of its Affiliates or its or their respective Representatives (such Party, the “Disclosing Party”). Subject to Section 7.2 of the Separation Agreement solely with respect to SpinCo Confidential Information and Company Confidential Information (as each is defined in the Separation Agreement), in each case, known by either (x) Service Recipient or (y) Service Provider, in each case, as of the Distribution Time, the Receiving Party shall refrain from (a) using any Confidential Information of the Disclosing Party except for the purpose of providing or directly supporting the provision of Transition Services and (b) disclosing any Confidential Information of the Disclosing Party to any Person other than those Person, except to such Receiving Party’s Affiliates and its and their respective Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only and independent contractors as is reasonably required in connection with consummating the transactions contemplated hereby exercise of each Party’s rights and enforcing the receiving party's rights hereunder, obligations under this Agreement (and (iii) not only if such Persons are subject to use Confidential Information in any manner detrimental to the disclosing partyand disclosure restrictions consistent with those set forth herein). In the event that a receiving party the Receiving Party is requested pursuant to, or required by, by any applicable law or regulation or by legal process Law to disclose any such Confidential Information of the disclosing partyInformation, the receiving party Receiving Party shall (x) to the extent permissible by such applicable Law, provide the disclosing party Disclosing Party with prompt and, if practicable, advance, written notice of such request(srequirement, (y) disclose only that information that the Receiving Party determines (with the advice of counsel) is required by such applicable Law to enable be disclosed and (z) use commercially reasonable efforts to preserve the disclosing party confidentiality of such Confidential Information, including by, at the Disclosing Party’s request, reasonably cooperating with the Disclosing Party to seek obtain an appropriate protective orderorder or other reliable assurance that confidential treatment shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense). A party's obligations hereunder with With respect to Confidential Information that Representatives of Parent or any of its Affiliates that, prior to the Closing, were Representatives of the Company or any of its Affiliates, nothing in this Section 6.17 shall vitiate such Representative’s confidentiality obligations owed to the Company or any of its Affiliates (ior, if applicable Parent and its Affiliates) is disclosed to as a third party consequence of such Representative’s former relationship with the disclosing party's written approval, (ii) is required to be produced under order Company or any of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Affiliates.

Confidentiality. Unless otherwise agreed Each Party shall keep all information relating to in writing by each other Party, information relating to the party disclosing transactions herein and this Agreement (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives"the “Information”) to, (i) keep all Confidential Information confidential. None of the Parties shall issue any public release or public announcement or otherwise make any disclosure concerning the Information without the prior approval of the other Party; provided however, that nothing in this Agreement shall restrict any of the Parties from disclosing party confidential any information as may be required under applicable Law subject to providing a prior written notice of 10 (Ten) Business Days to the other Parties (except in case of regulatory inquiry or examination, and not disclose otherwise to the extent practical and permitted by Law) . Subject to applicable Law, such prior notice shall also include (a) details of the Information intended to be disclosed along with the text of the disclosure language, if applicable; and (b) the disclosing Party shall also cooperate with the other Parties to the extent that such other Party may seek to limit such disclosure including taking all reasonable steps to resist or reveal avoid the applicable requirement, at the request of the other Parties. Nothing in this Section 9.1 shall restrict any Party from disclosing Information for the following purposes: To the extent that such Confidential Information to any Person is in the public domain other than those Representatives by breach of this Agreement; To the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know extent that such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by any applicable law Law or regulationstated policies or standard practice of the Parties or required to be disclosed to any Governmental Authority to whose jurisdiction such Party is subject or with whose instructions it is customary to comply; To the extent that any such Information is later acquired by such Party from a source not obligated to any other Party hereto, willor its Affiliates, subject to keep such Information confidential; Insofar as such disclosure is reasonably necessary to such Party’s employees, directors or professional advisers, provided that such Party shall procure that such employees, directors or professional advisors treat such Information as confidential. For the avoidance of doubt it is clarified that disclosure of information to such employees, directors or professional advisors shall be permitted on a strictly “need-to-know basis”; To the extent that any of such Information was previously known or already in the case lawful possession of clauses (ii) such Party, prior to disclosure by any other Party hereto; and (iii) above To the extent that any information, materially similar to the receiving party's compliance with the preceding sentenceInformation, cease shall have been independently developed by such Party without reference to any Information furnished by any other Party hereto. Where other Parties have given their prior approval to the extent disclosure. Any public release or public announcement (including any press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public) containing references the investment made by the Acquirer in the Company, shall require the prior written consent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Acquirer.

Confidentiality. Unless otherwise agreed All information provided under this Agreement by or on behalf of a party (the “Disclosing Party”) to in writing the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 18.12A below, all confidential information provided under this Agreement by the party disclosing (Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or whose Representatives disclosed) its agents or service providers, solely for the same (a "disclosing party")purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, each party (a "receiving party") shallincluding financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not be applicable to any party being collectively referred to as such party's "Representatives"information (a) tothat is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ib) keep all Confidential Information that is independently derived by the Receiving Party without the use of any information provided by the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only Disclosing Party in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderthis Agreement, and (iiic) not use Confidential Information in that is disclosed to comply with any manner detrimental to the disclosing party. In the event legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that a receiving party is requested pursuant to, or disclosed as required by, applicable by operation of law or regulation or by legal process as required to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party comply with the disclosing party's written approval, requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (ii) or which is required in connection with the holding or settlement of instruments included in the assets subject to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencythis Agreement), or (iiie) is required where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be disclosed by applicable law or regulationunreasonably withheld; provided that, will, subject in the case of clauses (iic) and (iiid) above to the receiving party's compliance with the preceding sentence, cease to the extent Receiving Party shall provide as much advance written notice of the disclosure so consented as is reasonably practicable under the circumstances, which notice shall include summary information regarding the expected recipients and information to or required, be disclosed except to the extent otherwise provided providing such notice is prohibited by applicable law or regulation. The Custodian will employ reasonable safeguards designed to protect each Fund’s confidential information, which may include but are not limited to the terms use of such consent or covered by a protective order. If a receiving party uses a degree of care encryption technologies, passwords and any other safeguards the Custodian may choose to prevent disclosure of the Confidential Information that is at least as great employ, as the care it normally takes Custodian may deem appropriate under the circumstances.” 6. A new Section 18.12A is hereby added to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Agreement after Section 18.12 as follows:

Confidentiality. Unless 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 (such 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 Trust, the transactions in securities or other assets effected or to be effected on behalf of the Trust, 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) for the legitimate business purposes of the Trust for which the Confidential Information was provided, generated or recorded; or (ii) as specifically agreed to in writing by the other party disclosing (or whose Representatives disclosed) to which the same (a "disclosing Confidential Information pertains. No party may disclose to others Confidential Information about the other party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, except solely: (i) keep all Confidential Information of as may be required by applicable law or compelled by judicial or regulatory authority having competent jurisdiction over the disclosing party confidential and not disclose party; or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such as specifically agreed to in writing by the other party to which the Confidential Information only in connection with consummating pertains. Notwithstanding the transactions contemplated hereby and enforcing foregoing, the receiving party's rights hereunder, and (iii) not use Fund may disclose Confidential Information in any manner detrimental to regarding the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed Adviser to a third party with for the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent legitimate business purposes of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of 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 is at least as great as party or such securities. Lastly, the care it normally takes Adviser may not consult with any other investment advisers of the Trust about transactions in securities or other assets of the Fund, except for purposes of complying with and otherwise fulfilling the obligations under this Agreement, or complying with the 1940 Act or SEC rules or regulations applicable to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and Trust. Nothing in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it this Agreement shall be liable in damages for construed to prevent the disclosing party's lost profits resulting directly and solely Adviser from such disclosure;lawfully giving other persons investment advice about, or lawfully trading on their behalf in, the shares issued by the Trust or securities or other assets held or to be acquired by the Trust.

Confidentiality. Unless otherwise agreed to in writing by 6.1 The parties agree that although the existence of this Agreement is not confidential, the terms are confidential. Each party disclosing (or whose Representatives disclosed) shall use the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least terms of this Agreement to any third party as great as the care it normally takes uses to preserve protect its own most sensitive confidential information. In no event will this obligation of confidentiality preclude any disclosure required by law or by a regulatory authority, provided that prior to making any such disclosure of the terms of this Agreement a party shall promptly consult in advance with the other party and shall use all commercially reasonable efforts to obtain written assurance that confidential treatment will be accorded to such information. If any party determines upon the advice of counsel that this Agreement or any part of it is required to be filed with the Securities and Exchange Commission, the parties agree that: (a) confidential treatment shall be sought for the provisions of the Agreement as indicated by the redacted copy of this Agreement attached hereto as Exhibit 4, (b) the party making the filing shall give the other party the opportunity to review and provide input on the filing and the confidential treatment request, and (c) the filing party will give the other party a copy of any submission. The parties further agree that neither party will issue a press release or otherwise make a public announcement relating to the existence or provisions of this Agreement without the prior written consent of the other party, except as set forth in Exhibit 3 in the case of Lexmark and as may be adapted with respect to company specific information in the case of either HP or Lexmark. 6.2 Notwithstanding the provisions of Subsection 6.1, if either party determines that a potential Change of Control may take place with regard to a particular third party and that it is reasonably necessary to disclose the terms of Section 7 and Exhibit 2 of this Agreement, then such party may disclose such information, provided such party shall use all commercially reasonably efforts to obtain written assurance that confidential treatment will be accorded such information. 6.3 In the event of termination of a similar naturelicense under Section 7 of this Agreement, it shall not be liable for any each party may make a public disclosure that occurs despite (subject to the exercise provisions of that degree of care, Subsection 6.1) concerning the termination and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;surviving licenses.

Confidentiality. Unless otherwise agreed to in writing by the party disclosing (8.1 Regardless of whether this Agreement is terminated or whose Representatives disclosed) the same (a "disclosing party")not, each party Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all prior written consent is obtained from the Party disclosing the Confidential Information of (the disclosing party confidential and not disclose “Disclosing Party”) or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) unless it is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to third parties according to the receiving party's compliance with stipulation of relevant laws and regulations or the preceding sentence, cease to the extent requirement of the disclosure so consented place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to or required, except to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the extent otherwise provided by the terms purpose of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure performing this Agreement. 8.2 The following information shall not be deemed part of the Confidential Information: (a) any information that has been lawfully acquired by the receiving Party in advance, the evidence of which is substantiated in writing; (b) any information entering the public domain not attributable to the fault of the Party receiving the information; or (c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. 8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that is at least the aforesaid persons shall be bound by the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as great as a result of such persons’ breach of the care it normally takes to preserve its own information relevant terms and conditions of a similar naturethis Article 8. 8.4 Notwithstanding any other provision herein, it the effect of this Article 8 shall not be liable for any disclosure that occurs despite affected by the exercise termination of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless 23.1 Notwithstanding any provision in this RIO Agreement and unless otherwise agreed provided in the Code, the Parties shall not reveal, make known or divulge to any Third Party in writing by any manner howsoever the party disclosing contents of those aspects of this RIO Agreement (in full or whose Representatives in part) which the Authority has withheld from publication. 23.2 Except as otherwise provided in this Agreement, a Party that receives Confidential Information (the Receiving Party) shall keep confidential all Confidential Information of the other Party (the Disclosing Party) which: (a) is disclosed, communicated or delivered to the Receiving Party pursuant to this RIO Agreement; or (b) comes to the Receiving Party's knowledge or into the Receiving Party's possession in connection with this RIO Agreement, whether such Confidential Information is received before during or after the date of this RIO Agreement. 23.3 The Receiving Party shall not use or copy the Confidential Information of the Disclosing Party except in connection with and for the purposes of this RIO Agreement or for such other purposes related to the provision of Services under this RIO Agreement. 23.4 In the event of the Receiving Party visiting any of the facilities of the Disclosing Party, the Receiving Party undertakes that any further Confidential Information which may come to its knowledge as a result of any such visit and any Confidential Information relating to plant and equipment which may be seen at such facilities, the methods of operation thereof and the various applications thereof shall be kept strictly confidential and that any such Confidential Information will not be divulged to any Third Party and will not be made use of in any way (whether for its benefit or that of any Third Party) except in connection with and for the purposes of this RIO Agreement or for such other purposes related to the provision of Services under this RIO Agreement. 23.5 Except as otherwise provided in this RIO Agreement, the Receiving Party shall not disclose or communicate, cause to be disclosed or communicated or otherwise make available Confidential Information to any Third Party other than: (a) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, Receiving Party's directors, officers, employees, agents, counselcontractors or representatives to whom disclosure is necessary in connection with and for the purposes of this RIO Agreement or for such other purposes related to the provision of Services under this RIO Agreement; (b) the Receiving Party's professional adviser only to the extent necessary for that adviser to provide advice or protect the rights of the Receiving Party under this RIO Agreement; and (c) the Receiving Party's appointed financial adviser or appointed banker only to the extent necessary for the financial adviser or appointed banker to provide financial advice and/or financial services to the Receiving Party (each an “Authorised Person”, financial advisors and controlling collectively, the “Authorised Persons”). 23.6 The Receiving Party hereby agrees to advise the Authorised Person(s) that they are obligated to protect the Disclosing Party's Confidential Information in a manner consistent with this RIO Agreement. The Receiving Party may disclose some or all of the Confidential Information to the Authorised Person(s) provided that prior to such disclosure: (a) in the case of Authorised Persons (such Affiliates referred to in clause 23.5(a), the Receiving Party shall ensure that Authorised Person(s) to whom all or any Confidential Information is disclosed shall hold it strictly confidential and other Persons with respect shall not disclose it to any party being collectively other person; and (b) in the case of Authorised Persons referred to in clauses 23.5(b) and (c), the Receiving Party shall obtain and provide to the Disclosing Party a written undertaking in favour of the Disclosing Party from the Authorised Person(s) to comply with the terms of this RIO Agreement as such partyif the Authorised Person(s) is a party hereto. In any event, the Receiving Party shall remain liable for any disclosure by the Authorised Person(s) to any other person. 23.7 A Receiving Party may disclose Confidential Information to a related corporation to the extent necessary under this RIO Agreement, subject to the Related Corporation undertaking to comply with obligations equivalent to those contained in this clause 23. 23.8 Save as provided under this RIO Agreement, no news releases, public announcements or any other form of publicity concerning this RIO Agreement or the terms of this RIO Agreement shall be conducted or released by the Receiving Party without the prior written consent of the Disclosing Party. 23.9 The Receiving Party's "Representatives"obligations hereunder shall not apply to Confidential Information if the same is: (a) toin or enters the public domain, other than by breach by the Receiving Party or any of its Authorised Persons of this RIO Agreement; or (ib) keep all known to the Receiving Party on a non-confidential basis prior to disclosure under this RIO Agreement, at the time of first receipt, or thereafter becomes known to the Receiving Party or any of its Authorised Persons without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or (c) is or has been developed independently by the Receiving Party without reference or reliance on the Disclosing Party's Confidential Information. 23.10 Except as otherwise provided in this RIO Agreement, a Receiving Party may not disclose the Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject Disclosing Party except in the case of clauses following circumstances: (iia) and (iii) above to the receiving party's compliance with disclosure is authorised in writing by the preceding sentence, cease Disclosing Party to the extent of that authority; or (b) the disclosure so consented is made pursuant to a directive issued by the Authority or requiredany judicial, except statutory or Governmental Agency; or (c) the disclosure is made to the extent otherwise provided Authority: (i) for the purpose of registration of this RIO Agreement or any amendment, modification or alteration of this RIO Agreement; (ii) under or pursuant to the XXX Act or the Act or under or pursuant to the Disclosing Party's or the Receiving Party's Licence; (iii) for the purpose of a review by the terms Authority or a determination by the Authority; or (iv) as otherwise specified in this RIO Agreement; or (d) the disclosure is made to Emergency Services Organisations; or (e) the disclosure is made to any arbitrator or expert appointed to resolve disputes under this RIO Agreement; or (f) the disclosure is made pursuant to any applicable laws, rules, regulations or directions of a statutory or regulatory authority or stock exchange or order of a relevant court of law. 23.11 The Receiving Party shall inform the Disclosing Party of any disclosures to Third Parties under clause 23.10 by the Disclosing Party prior to any such consent disclosure. 23.12 A Receiving Party shall exercise no lesser security or covered by a protective order. If a receiving party uses a degree of care than that Party applies to prevent disclosure its own Confidential Information of an equivalent nature, but in any event not less than the degree of care which a reasonable person with knowledge of the confidential nature of the information would exercise. 23.13 Confidential Information provided by one Party to the other Party is provided for the benefit of that Party only and shall be used solely for the purposes for which it is disclosed. 23.14 Each Party acknowledges that a breach of this clause 23 by one Party may cause the other Party irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, a Party may seek injunctive relief against such a breach or threatened breach. 23.15 All written Confidential Information or any part thereof (including, without limitation, information incorporated in computer software or held in electronic storage media) together with any analyses, compilations, studies, reports or other documents or materials prepared by the Receiving Party or on its behalf which reflect or are prepared from any of the Confidential Information that is at least as great as provided by the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it Disclosing Party shall be liable returned to the Disclosing Party or destroyed by the Receiving Party, when requested by the Disclosing Party at any time, or when the 23.16 The Parties acknowledge that the provisions of this clause 23 shall continue in damages full force and effect regardless of variations, assignments or termination of other provisions of this RIO Agreement. The obligation to maintain confidentiality of the Confidential Information provided hereof and the undertakings and obligations in this clause 23 shall continue for two (2) years upon the disclosing party's lost profits resulting directly expiry or termination of this RIO Agreement. 23.17 This RIO Agreement contains the entire understanding between the Parties with respect to the safeguarding of the Confidential Information and solely from such disclosure;supersedes all prior communications and understandings with respect thereto.

Confidentiality. Unless otherwise agreed 3.1 The PARTIES agree that the RESULTS are CONFIDENTIAL INFORMATION, and they undertake not to disclose the RESULTS to THIRD PARTIES, except as provided for in writing by this AGREEMENT. They shall only use the party disclosing (or whose Representatives disclosed) RESULTS as permitted under this AGREEMENT. 3.2 The PARTIES undertake to maintain strictly confidential any CONFIDENTIAL INFORMATION received from the other PARTIES. 3.3 The PARTIES undertake to ensure that the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons confidentiality undertaking with respect to CONFIDENTIAL INFORMATION is given by their employees and any party being collectively referred person attached to their service in any capacity whatsoever, as such party's "Representatives"well as to the inventors under their authority at the date of signature of this AGREEMENT. 3.4 The PARTIES undertake not to file any patent application or claim any other intellectual property right in relation to all or part of CONFIDENTIAL INFORMATION, except with the written consent of the other PARTIES. 3.5 These confidentiality undertakings shall not apply to the use or disclosure of CONFIDENTIAL INFORMATION in respect of which the receiving PARTY(IES) to, (ican provide evidence that: a) keep all Confidential Information it was disclosed after obtaining the prior written consent of the disclosing party confidential and not disclose PARTY(IES), or reveal that the disclosure was made by the disclosing PARTY(IES), b) it was in the public domain at the time of disclosure or that it was published or made available to the public in any such Confidential Information to any Person other than those Representatives manner whatsoever without action or fault on the part of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (iiPARTY(IES), c) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing it has been received by the receiving party's rights hereunderPARTY(IES) from a third party in a lawful manner without any breach of any confidentiality undertaking, and (iiid) not use Confidential Information in any manner detrimental to at the date of disclosure by the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing partyPARTY(IES), the receiving party PARTY(IES) was(were) already in possession of CONFIDENTIAL INFORMATION, e) its disclosure has been required by the application of a mandatory legal or regulatory provision or by the application of a final court decision or arbitration award. The above exceptions are not cumulative. 3.6 The PARTIES hereby agree that any disclosure to a THIRD PARTY of any CONFIDENTIAL INFORMATION shall be preceded by the execution of a non- disclosure agreement which shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's for confidentiality obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great strict as those set out in this AGREEMENT. 3.7 This section shall remain in force for the term of the AGREEMENT and beyond its termination or expiry for as long as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;KNOW-HOW remains confidential.

Confidentiality. Unless otherwise agreed 4.1 Each party that receives information (the "Receiving Party") from the other party (the "Disclosing Party") agrees to in writing use reasonable best efforts to protect all non-public information and know-how of the Disclosing Party that is either designated as proprietary and/or confidential or that, by the party disclosing nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential (or whose Representatives disclosed) the same (a "disclosing partyConfidential Information"), each party (a "receiving party") shalland in any event, and shall cause to take precautions at least as great as those taken to protect its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all own Confidential Information of a similar nature. Each party agrees that the disclosing party confidential terms and not disclose or reveal any such Confidential Information to any Person other than those Representatives conditions of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such this Agreement shall be Confidential Information, (ii) use such Confidential Information only provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in connection with consummating the transactions contemplated hereby ordinary course of its business. The parties further agree that Listing and enforcing web site content received by or from InfoSpace shall be included in the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of InfoSpace, and that Vequity may use such information internally for any lawful purpose, provided that Vequity shall not disclose such information to any third party without the disclosing party, prior written consent of InfoSpace. 4.2 The foregoing restrictions shall not apply to any information that: (a) the receiving party shall provide Receiving Party can document it had in its possession prior to disclosure by the disclosing party with prompt notice Disclosing Party; (b) was in or entered the public domain through no fault of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that Receiving Party; (ic) is disclosed to the Receiving Party by a third party with the disclosing party's written approval, legally entitled to make such disclosure without violation of any obligation of confidentiality; (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iiid) is required to be disclosed by applicable law laws or regulationregulations (but in such event, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease only to the extent required to be disclosed); or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the disclosure so consented to Disclosing Party. Upon request of the other party, or requiredin any event upon any termination or expiration of the Term, except each party shall return to the extent otherwise provided by the terms other all materials, in any medium, that contain, embody, reflect or reference all or any part of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure any Confidential Information of the Confidential Information other party. Each party acknowledges that is at least as great as breach of this provision by it would result in irreparable harm to the care it normally takes to preserve its own information of a similar natureother party, it shall not for which money damages would be liable for any disclosure that occurs despite the exercise of that degree of carean insufficient remedy, and in no event shall a receiving therefore that the other party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for entitled to seek injunctive relief to enforce the disclosing party's lost profits resulting directly and solely from such disclosure;provisions of this Section 4.

Confidentiality. Unless otherwise agreed Pursuant to this Agreement and the performance thereof, each Party (in writing by the party disclosing (or whose Representatives disclosed) the same (such capacity, a "disclosing party"), each party (a "receiving partyRecipient") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all may receive certain Confidential Information of the disclosing party confidential and other Parties (in such capacity, a "Disclosing Party"). The Recipient shall not use for itself, except in performance of the Agreement, or disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby this Agreement or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing partyDisclosing Party, except (a) information that was gained independent of the receiving party shall provide Recipient's relationship with the disclosing party with prompt notice Disclosing Party and became publicly available through no breach of such request(sany obligation of confidentiality by the Recipient; (b) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information information that (i) is disclosed communicated to a third party Person with the disclosing party's prior written approval, (ii) is required to be produced under order consent of a court of competent jurisdiction or other similar requirements of a governmental agency, the Disclosing Party; or (iiic) information that is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above pursuant to the receiving party's compliance with the preceding sentencelawful order of a Governmental Authority or disclosure that is required by operation of Law, cease but in such event, only to the extent of the such disclosure so consented to or requiredis required and, except to the extent otherwise provided by reasonably practicable, prior written notice must be given to allow the Disclosing Party to seek a protective order or other appropriate remedy. In the event of a breach or threatened breach of the terms of this section, the Disclosing Party shall be entitled to seek an injunction prohibiting any such consent breach. Any such injunctive relief shall be in addition to, and not in lieu of, any appropriate relief in the way of money damages or covered any other remedies available at law or in equity. Seller acknowledges and agrees that the terms of this Agreement may be required to be separately stated in the consolidated financial statements of Clearwire and/or its Affiliates and that the disclosure by a protective order. If a receiving party uses a degree Clearwire or its Affiliates of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it such financial statements shall not be liable a breach of this Agreement. Purchaser and Clearwire may disclose this Agreement to their respective Affiliates, strategic partners, actual or potential investors, lenders, acquirers, merger partners; and others whom Purchaser or Clearwire deem in good faith to have a need to know such information for any disclosure that occurs despite the exercise purposes of that degree of care, and in no event shall pursuing a receiving party be liable for any indirect, punitive, special transaction or consequential damages unless such disclosure resulted from its willful misconduct business relationship with Purchaser or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Clearwire.

Confidentiality. Unless otherwise agreed The Parties understand that the information that each Party provided to the other Parties and their agents in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons connection with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby may constitute material nonpublic information of such Party. Each Party shall not, and each Party shall not permit its agents to, use or who otherwise need to know disclose any of such Confidential Information, (ii) use such Confidential Information only information that has not been publicly disclosed other than in connection with consummating the transactions contemplated hereby and enforcing in the receiving party's rights hereunderRelated Documents or as may be required to comply with Applicable Law. Furthermore, and (iii) not use Confidential Information in any manner detrimental except as required pursuant to the disclosing partyBankruptcy Case or other Applicable Law (including without limitation any securities laws applicable to NutraCea), the Parties shall not disclose the terms or existence of this Agreement without the written consent of the other Parties. In If any Party is required, pursuant to the event that a receiving party is requested pursuant toBankruptcy Case or other Applicable Law, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of such information, the disclosing party, the receiving party Party shall provide the non-disclosing party Party with prompt at least three (3) Business Days notice prior to any such disclosure and will provide the non-disclosing Party with an ability to provide comments on the content of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information disclosure, which comments will be taken into reasonable consideration; provided that (i) is disclosed the foregoing three (3) Business Days notice shall be limited to a third party two (2) calendar day period with respect to the initial press releases issued by NutraCea announcing the signing of this Agreement and the Closing and the current report on Form 8-K to be filed by NutraCea with the SEC disclosing party's written approval, this Agreement (“Initial 8-K”) and (ii) is no notice shall be required to be produced under order of a court of competent jurisdiction delivered by NutraCea with respect to disclosure made by NutraCea in subsequent periodic reports or other similar requirements of a governmental agency, or (iii) registration statements filed with the SEC so long as such disclosure is required to be disclosed by applicable law or regulation, will, subject consistent with the disclosure contained in the case Initial 8-K. Notwithstanding the foregoing, Investor shall be able to disclose matters related hereto to its existing and potential investors (including, for the avoidance of clauses (ii) doubt, its limited partners); provided that Investor informs such investors that such information is confidential and (iii) above to assumes responsibility for the receiving party's compliance with the preceding sentence, cease to the extent of the improper use or disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered information by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;investors.

Confidentiality. Unless otherwise agreed You and your personnel consent to us using information provided in connection with Electronic Services (including any personal data) in connection with the Electronic Services. All Confidential Information provided by the parties in connection with these Agreement shall be kept strictly confidential by the receiving party of the Confidential Information, except if approved in writing by the other party disclosing (or whose Representatives disclosed) such disclosure is required by Applicable Rules or permitted under the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not Member Documentation. We may disclose or reveal any such your Confidential Information to our Affiliates, any Person other than those Representatives successor to any part of our business, Regulators and, where required for provision of the receiving party who are participating in effecting the transactions contemplated hereby or who relevant Electronic Service, our licensors/service providers and as may be otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing partypermitted by you. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to To the extent permitted by any Applicable Rules, you will give reasonable prior notice in writing to us of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the any Confidential Information that is at least as great as disclosed to any Regulator under Applicable Rules and you will use your reasonable endeavours to limit the care it normally takes extent of any disclosure. Your identity: We shall not disclose your identity to preserve its own information your counterparties or to third parties in connection with any Transactions executed or any messages sent or received by you via the Electronic Services, except that we may make such disclosure: a) pursuant to written or other authorisation by you; b) pursuant to an order or subpoena of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages Regulator; c) for the disclosing party's lost profits resulting directly purpose of facilitating the clearing and solely settlement of trades; or d) if you breach any material obligation in this Agreement, or otherwise default on or dispute any trade that you have executed through the Electronic Services, we, in our sole discretion, may disclose to the other party or parties on the other (contra) side of such trade your name and address, along with such supporting documentation as is available to us. Notwithstanding the foregoing, we may, in our discretion, publish a list of all members on NX from such disclosure;time to time.

Confidentiality. Unless otherwise agreed to in writing by A. During the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")course of this Agreement, each party may receive or have access to information, whether oral, written or electronic, that the other party considers confidential or proprietary, including, without limitation, all reports, information and data in whatever form, designs, products, processes, equipment, technologies, materials, suppliers, costs, operations, trade secrets, strategies, technical information, marketing data and financial information (a "receiving party") shall“Confidential Information”). It is understood among the parties that at all times, any individually-indentifiable health information of Center’s patients who receive services at the School Project shall be and remain the property of Center and shall cause its Affiliatesnot be dislosed to the other parties unless required or permitted under applicable law. B. The receiving party will not, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such without first obtaining the disclosing party's "Representatives") towritten consent, (i) keep all disclose Confidential Information of the disclosing party confidential to any third party or use such information for any purpose other than for the limited purposes of this Agreement. The receiving party will take all appropriate steps to safeguard Confidential Information and not to protect such information against disclosure, misuse, loss or theft. Notwithstanding the foregoing, the receiving party may disclose or reveal any such the disclosing party's Confidential Information to any Person other than those Representatives of the receiving party individuals who are participating in effecting the transactions contemplated hereby or who otherwise need to know such information to perform hereunder, provided that such individuals abide by the provisions of this Agreement. The receiving party shall be liable for the failure of any such individuals to comply with the confidentiality provisions contained in this Section. C. Confidential InformationInformation shall not include: (i) information generally available to, or known to, or which becomes known by, the public through no wrongful act of the receiving party; (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing information lawfully known by the receiving party's rights party prior to disclosure hereunder, and ; (iii) information disclosed by a third party, which is not use Confidential Information in any manner detrimental bound under a confidentiality obligation to the disclosing party. In , to the event that a receiving party; (iv) information independently developed by the receiving party is requested pursuant to, or required by, applicable law or regulation or without the use of information disclosed by legal process to disclose any Confidential Information of the disclosing party; (v) information lawfully required to be disclosed to any governmental agency or which is otherwise required to be disclosed by law, provided that before making such disclosure the receiving party will provide the disclosing party with written notice of the proposed disclosure and an adequate opportunity to object to such disclosure or take action to assure confidential handling of such information. D. Upon request or the termination of this Agreement, the receiving party shall provide the disclosing party with prompt notice return or destroy all copies of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to documents and other things in its possession that constitute Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise agreed to To the extent allowed by law, both parties shall maintain in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, confidence and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not disclose to any third party being collectively referred to as such party's "Representatives") to, (i) keep all the Confidential Information received pursuant to this Agreement, without the prior written consent of the disclosing party except that the Confidential Information may be disclosed by either party only to those third parties (x) who have a need to know the information in connection with the exercise by either party of its rights under this Agreement and who agreed in writing to keep the information confidential and to the same extent as is required of the parties under this Article 8.1, or (y) to whom either party is legally obligated to disclose the information. The foregoing obligation shall not disclose apply to information which: is, at the time of disclosure, publicly known or reveal any available to the public, provided that Information will not be deemed to be within the public domain merely because individual parts of such Information are found separately within the public domain, but only if all the material features comprising such Confidential Information are found in combination in the public domain; is known to any Person other than those Representatives recipient at the time of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use disclosure of such Confidential Information only provided that recipient promptly notifies disclosing party in connection writing of this prior knowledge within thirty (30) days of receipt; is hereafter furnished to recipient by a third party, as a matter of right and without restriction on disclosure, provided that recipient promptly notifies disclosing party in writing of this third party disclosure after receipt thereof; is made public by disclosing party; is disclosed with consummating the transactions contemplated hereby and enforcing written approval of either party; is the receiving party's rights hereundersubject of a legally binding court order compelling disclosure, provided that recipient must give disclosing party notice of any request for disclosure pursuant to any legal proceeding, within two (2) days of receipt of such request by recipient, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the recipient must cooperate with disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an in obtaining appropriate protective order. A party's obligations hereunder with respect orders to Confidential Information that (i) is disclosed to a third party with preserve the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure confidentiality of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise agreed a) Each Party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of Customer, its clients, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in writing connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party. b) Both Parties may use and copy such confidential information as is necessary to perform their obligations under this Agreement and for no other purpose except that Cvent may use Customer’s Confidential Information for purposes other than the provision of Service only in an aggregated, anonymized form, such that Customer is not identified. Both parties may disclose such confidential information to their employees and Customer may disclose to its affiliates, both on a “need-to-know” basis, provided that both parties shall ensure that any such employees or affiliates are subject to obligations of confidentiality with similar effect to this section. Cvent may also disclose Customer’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Service. c) The restrictions in this section “Confidentiality” do not apply to any information which: i. at the time of disclosure or thereafter is generally available to and known by the public or any third party disclosing (other than as a result of an unauthorised disclosure directly or whose Representatives disclosed) indirectly by the same (a "non-disclosing party"), ii. was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party, iii. has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Agreement. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, each party (a "receiving party"provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law. d) shallThe obligations of Cvent set forth in this Section 6.3 shall not apply to any suggestions and feedback for product or service improvement, and correction, or modification provided by Customer in connection with any present or future Cvent product or service, and, accordingly, neither Cvent nor any of its clients or business partners shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons have any obligation or liability to Customer with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose use or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice disclosure of such request(sinformation. e) to enable The Parties hereby acknowledge and agree that any existing non-disclosure agreement entered into by the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) parties is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) hereby superseded and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided replaced by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and contained in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed Each Party shall maintain all information of the other Party which is treated by such other Party as proprietary or confidential (referred to herein as “Confidential Information”) in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallconfidence, and shall cause not disclose, divulge or otherwise communicate such confidential information to others, or use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement, and each party hereby agrees to exercise every reasonable precaution to prevent and restrain the unauthorized disclosure of such confidential information by any of its Affiliates, directors, officers, employees, consultants, subcontractors, sublicensees or agents. LICENSEE’s Confidential Information includes but is not limited to the development plan, counseldevelopment reports and all other financial and business reports, financial advisors strategies, and controlling Persons agreements (such Affiliates including sublicenses) of LICENSEE. The parties agree to keep the terms of this Agreement confidential, provided that each party may disclose this Agreement to their authorized agents and other Persons with respect to any party being collectively referred to as such party's "Representatives") toinvestors who are bound by similar confidentiality provisions. Notwithstanding the foregoing, (i) keep all Confidential Information of a party shall not include information which: (a) was lawfully known by the receiving party prior to disclosure of such information by the disclosing party confidential to the receiving party; (b) was or becomes generally available in the public domain, without the fault of the receiving party; (c) is subsequently disclosed to the receiving party by a third party having a lawful right to make such disclosure; (d) is required by law, rule, regulation or legal process to be disclosed, provided that the receiving party making such disclosure shall take all reasonable steps to restrict and not disclose maintain to the extent possible confidentiality of such disclosure and shall provide reasonable notice to the other party to allow such party the opportunity to oppose the required disclosure; or reveal any such Confidential Information to any Person other than those Representatives (e) has been independently developed by employees or others on behalf of the receiving party who are participating in effecting the transactions contemplated hereby without access to or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the of disclosing party’s information as demonstrated by written record. In the event that Each party’s obligations under this Section shall extend for a receiving party is requested pursuant to, period of five (5) years from termination or required by, applicable law or regulation or by legal process to disclose any Confidential Information expiration of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed For the purposes of this Agreement, “Confidential Information” means any software, material, data, or business, financial, operational, customer, vendor and other written or oral proprietary information disclosed by one Party to in writing the other and not generally known by or disclosed to the party disclosing (public or whose Representatives disclosed) known to the same (a "disclosing party"), each party (a "receiving party") shallParty solely by reason of the negotiation or performance of this Agreement, and shall cause its Affiliatesinclude, directorswithout limitation, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all the terms of this Agreement. Confidential Information shall also include any Data, whether standard, custom, or preview, provided to Buyer by MD Ranger hereunder. Each Party shall maintain all of the disclosing party confidential and not disclose or reveal any such other Party’s Confidential Information to any Person other than those Representatives in strict confidence and will protect such information with the same degree of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know care that such Party exercises with its own Confidential Information, (ii) use such Confidential Information only but in connection no event with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderless than a reasonable degree of care. Except as provided in this Agreement, and (iii) a Party shall not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, other Party in any manner without the receiving party shall provide the disclosing party with prompt notice express prior written consent of such request(s) Party.. Access to enable and use of any Confidential Information shall be restricted to those employees and persons within a Party’s organization with a need to use the disclosing party information to seek an appropriate protective orderperform such Party’s obligations under this Agreement or, in the case of any Benchmark reports, whether standard, custom, or preview, provided to Buyer by MD Ranger hereunder, for use of those employees and persons within a Buyer’s organization with a need to use the information for the purposes set forth in this Agreement. A party's obligations hereunder Party’s consultants and subcontractors shall be included within the meaning of “persons within a Buyer’s organization,” provided that such consultants and subcontractors have executed, prior to receipt of any Confidential Information, a non-disclosure or confidentiality agreement with respect provisions no less stringent than those applicable to Buyer under this Agreement, and Buyer shall make such signed agreements available to MD Ranger upon request. Other licensed health care providers, whether or not legally related to Buyer or to any other Buyer, are not “persons within a Buyer’s organization”. Notwithstanding anything herein to the contrary, Confidential Information shall not include information that is: (ia) is disclosed already known to or otherwise in the possession of a Party at the time of receipt from the other Party and that was not known or received as the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public domain prior to disclosure by a Party; (c) rightfully obtained by a Party from any third party with having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party; (d) developed by a Party independent of any disclosure hereunder, as evidenced by written records; or (e) disclosed pursuant to the disclosing party's written approval, (ii) is required to be produced under order of a court or administrative body of competent jurisdiction or other similar requirements of a governmental government agency, or (iii) is required provided that the Party receiving such order shall notify the other prior to be disclosed by applicable law or regulation, will, subject such disclosure and shall cooperate with the other Party in the case of clauses (ii) and (iii) above event such Party elects to the receiving party's compliance with the preceding sentencelegally contest, cease to the extent of the disclosure so consented to request confidential treatment, or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from avoid such disclosure;.

Confidentiality. Unless otherwise agreed The Party receiving Confidential Information agrees that, for the Agreement term and five (5) years after the termination or expiration of this Agreement for any reason, any Confidential Information provided by the disclosing Party shall: - be protected and kept strictly confidential, and be handled by the receiving Party with the same level of care and protection as it protects its own equally important Confidential Information; - be disclosed only to receiving Party’s staff members, contractors, or subcontractors who need to access such information and shall be used by them only for the purpose of implementing the Agreement; - not be used by the receiving Party, in whole or in part, for any purpose other than as set forth in this section without the prior written consent of the disclosing Party. In particular, Confidential Information shall not be sold, transferred, rented or commercially exploited; - not be copied, reproduced or duplicated, in whole or in part, except (i) for the purpose of performing its contractual obligations herein and/or (ii) if expressly approved in writing by the disclosing Party. In case of disclosure to a Party’s contractor or subcontractor, such third party disclosing (or whose Representatives disclosed) shall sign a confidentiality agreement incorporating terms at least as protective as those set out in this section, which shall be notified to the same (a "disclosing party"), each party (a "receiving party") shall, and other Party upon request. Each Party shall cause ensure that its Affiliates, directors, officers, employees, subcontractors and/or agents comply with the obligations set out in this section as though they were a party to this Agreement. Each Party will be liable for any disclosure made in breach of this section by its employees, subcontractors and/or agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all . If Confidential Information is disclosed in breach of this section, the disclosing party confidential and Party who has knowledge of it must notify the other Party without delay. The confidentiality obligations defined in this section shall not disclose or reveal any apply to Confidential Information: - which has entered the public domain, except where such Confidential Information entry is the result of a Party’s breach of this Agreement; - which, prior to any Person other than those Representatives of disclosure hereunder, was already in the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need Party’s possession without restriction; - which, subsequent to know such Confidential Informationdisclosure hereunder, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing is obtained by the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that Party on a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to non-confidential basis from a third party with who has the right to disclose such information; - which was already known by the receiving Party without restriction, as demonstrated by the receiving Party; - which was developed independently by the receiving Party, as demonstrated by the receiving Party, without violating the disclosing party's written approvalParty’s proprietary rights; or - whose use or disclosure has been authorized in writing by the disclosing Party. In addition, each Party may disclose, in strict confidence, this Agreement and related documents (a) to its parent companies, lawyers, insurance brokers, auditors, (iib) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) as is required to be disclosed by applicable law law, any governmental or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to regulatory authority or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree court of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar naturecompetent jurisdiction, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless (c) where such disclosure resulted from its willful misconduct is necessary to implement or gross negligence in which event it shall be liable in damages for prove the disclosing party's lost profits resulting directly and solely from such disclosure;existence of rights under this Agreement.

Confidentiality. Unless otherwise agreed to (a) The Parties acknowledge that in writing connection with the transactions contemplated by the party disclosing (this Agreement, either Party or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause any of its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons Affiliates or its or their respective employees (such Affiliates and other Persons with respect Party, the “Receiving Party”) may obtain access to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose other Party or reveal any of its Affiliates or its or their respective employees (such Party, the “Disclosing Party”). Except as to Confidential Information exclusively relating to the Transferred Assets or the Business that was already known by Licensor, any Person other than those Representatives of its Affiliates, or any of its or their respective employees as of the receiving party who are participating Closing, which information shall be treated in effecting accordance with the terms set forth in the SDA, the Receiving Party shall refrain from (i) using any Confidential Information of the Disclosing Party except for the purpose of providing or supporting the transactions contemplated hereby or who otherwise need to know such Confidential Information, by this Agreement and (ii) use such disclosing any Confidential Information only of the Disclosing Party to any Person, except to such Receiving Party’s Affiliates and its and their respective employees and independent contractors as is reasonably required in connection with consummating the transactions contemplated hereby exercise of each Party’s rights and enforcing the receiving party's rights hereunder, obligations under this Agreement (and (iii) not use Confidential Information in any manner detrimental only subject to the disclosing partydisclosure restrictions consistent with those set forth herein). In the event that a receiving party the Receiving Party is requested pursuant to, required by any applicable Law or required by, applicable law or regulation or by legal process Order to disclose any such Confidential Information of the disclosing partyInformation, the receiving party Receiving Party shall (A) to the extent permissible by such applicable Law or Order, provide the disclosing party Disclosing Party with prompt and, if practicable, advance, written notice of such request(srequirement, (B) disclose only that information that the Receiving Party determines (with the advice of counsel) is required by such applicable Law or Order to enable be disclosed and (C) use reasonable efforts to preserve the disclosing party confidentiality of such Confidential Information, including by, at the Disclosing Party’s request, reasonably cooperating with the Disclosing Party to seek obtain an appropriate protective orderorder or other reliable assurance that confidential treatment shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense). A party's With respect to employees of Licensee or any of its Affiliates that, prior to the Closing, were employees of Licensor or any of its Affiliates, nothing in this Section 8.10 shall vitiate such Representative’s confidentiality obligations hereunder owed to Licensor or any of its Affiliates (other than with respect to Confidential Information related exclusively to the Business in accordance with the SDA) as a consequence of such Representative’s former relationship with Licensor or any of its Affiliates. (b) The Parties acknowledge that the Premises will not be separately demised within the Building and there will be no physical boundary preventing any Representative of (i) is disclosed to a third party with Licensor from entering the disclosing party's written approval, Premises or (ii) is required Licensee from entering the Excluded Areas, each of which will contain Confidential Information of the applicable Party. Each Party agrees to be produced under order use commercially reasonable efforts to minimize its exposure to Confidential Information of a court the other Party and further to minimize the visibility and accessibility of competent jurisdiction its own Confidential Information within (A) the Premises, the Common Areas, the Co-Located Equipment Areas, and the Licensee Equipment Areas, with respect to Confidential Information of Licensee or other similar requirements any of a governmental agencyits Affiliates, or (iiiB) is required the Excluded Areas, the Common Areas, and the Co-Located Equipment Areas, with respect to be disclosed by applicable law Confidential Information of Licensor or regulationany of its Affiliates. (c) The Parties acknowledge and agree that a Cybersecurity Incident, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent unauthorized access or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Personal Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it or Protected Health Information shall not be liable for any disclosure that occurs despite considered a breach of the exercise of that degree of care, and confidentiality obligations in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Section 8.10.

Confidentiality. Unless 5.1 In performance of the Research, either party may need to disclose to the other party certain business and/or technical information which is owned or otherwise agreed controlled by the disclosing party and which the disclosing party considers to be proprietary and confidential (hereinafter “Confidential Information”). All such information shall be designated confidential at the time of disclosure by the disclosing party either orally or in writing. If designated confidential orally, the disclosing party shall within thirty (30) days of the date of disclosure confirm in writing by to the receiving party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each confidential nature of such information. The receiving party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect use reasonable efforts to any party being collectively referred to as such party's "Representatives") to, (i) keep all ensure said Confidential Information is kept confidential as set forth herein. Except as otherwise provided herein, for a period of three (3) years following the date of such disclosure, the receiving party will not disclose the Confidential Information without the consent of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) shall use such Confidential Information only in connection with consummating for the transactions contemplated hereby and enforcing purposes of this Agreement. Notwithstanding the foregoing, the receiving party may transfer the disclosing party's rights hereunder, and (iii) not use ’s Confidential Information in any manner detrimental to those of receiving party’s employees, students, officers, directors and agents as may be reasonably necessary to carry out the performance of this Agreement. Information shall not be subject to the aforementioned restrictions where the: (a) information was possessed by receiving party prior to receipt from disclosing party other than through prior disclosure by the disclosing party as evidenced by receiving party’s business records; (b) information was published or available to the general public other than through a breach of this Agreement; (c) information was obtained by receiving party from a third party with a valid right to disclose it, provided that said third party is not under a confidentiality obligation to the disclosing party. In the event that a ; (d) information was independently developed by employees, students, agents or consultants of receiving party is requested pursuant to, who had no knowledge of or required by, applicable law or regulation or access to the information as evidenced by legal process to disclose any Confidential Information of receiving party’s business records; (e) information was disclosed by the receiving party after obtaining the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) ’s prior written permission to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) publish or is disclosed in the necessary course of the prosecution of patent applications upon Institution Intellectual Property or Joint Intellectual Property pursuant to a third party with the disclosing party's written approval, this Agreement; or (iif) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) information is required to be disclosed by applicable law or operation of law, regulation, willAttorney General decisions that carry the force of law, subject or court order. 5.2 Except as otherwise provided herein, upon termination of this Agreement or at the written request of the disclosing party, whichever occurs earlier, the receiving party will use reasonable efforts to destroy or return all of the disclosing party’s Confidential Information, including copies thereof. The parties acknowledge that Confidential Information communicated and/or stored in electronic form may be routinely backed up such that return or destruction is not practical and/or feasible, in which case the case receiving party will use reasonable efforts to keep such back-up copies secure until the back-up media is recycled or destroyed. The receiving party may retain one (1) archival copy of clauses (ii) and (iii) above to the disclosing party’s Confidential Information received hereunder for the purpose of the receiving party's compliance with the preceding sentence, cease to the extent ’s monitoring its obligations under this Agreement. All copies of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;’s Confidential Information which are retained by the receiving party as permitted under this Section 5.2 shall continue to be protected by the receiving party in accordance with this Section 5.

Confidentiality. Unless otherwise agreed The parties agree to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party strictly confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, except in the following cases when the party receiving Confidential Information shall be permitted to disclose such information: (a) if it was already controlled/possessed by the party before execution of this agreement; or (b) it is already known to the public at the time it is disclosed under this agreement or becomes available to the public other than through the breach of an undertaking of confidentiality or an act or omission of the disclosing receiving party, the receiving party shall provide the disclosing party with prompt notice of such request(s; or (c) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) it is required to be disclosed under Law, the rules and regulations of any recognized stock exchange on which its shares or the shares of any of its Affiliates are listed, or any Governmental Authority (provided that the receiving party shall give notice of such required disclosure to the disclosing party prior to the disclosure); or (d) in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings (provided that the receiving party shall give notice of such required disclosure to the disclosing party prior to the disclosure); or (e) to any of the following Persons to the extent necessary for the proper performance of their duties or functions in connection with the subject matter of this agreement: (i) an actual or potential seller of LNG to be delivered to or of gas discharged by applicable law the FSRU only to the extent that such information disclosed is necessary for the operational purposes of the FSRU under this agreement and does not contain any information relating to pricing or regulation, will, subject in the case of clauses other similarly commercially sensitive information; (ii) and an Affiliate of the receiving party; (iii) above employees, officers, directors and agents of the receiving party; (iv) professional consultants retained by the receiving party; and (v) financial institutions advising on or providing, or bona fide potential financial institutions considering the provision of financing to the receiving party's compliance with party or any Affiliate thereof, provided that the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care shall exercise due diligence to prevent disclosure of the ensure that no such Person shall disclose Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving unauthorized party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Persons.

Confidentiality. Unless otherwise agreed to While this Agreement is in writing by effect, and for two (2) years after the party disclosing termination of this Agreement (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (for such Affiliates and other Persons with respect to any party being collectively referred to longer period as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to may constitute a trade secret), none of MSD or RTI, their affiliates, or any Person other than those Representatives directors, shareholders, officers, employees or agents of the receiving party who are participating foregoing (collectively, the “Affiliates”) shall divulge to anyone any Confidential Information (as hereinafter defined), except: (i) as required in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, course of performing the obligations hereunder; (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby to attorneys, accountants and enforcing the receiving party's rights hereunder, and other advisors; (iii) not use with the express written consent of MSD or RTI (as the case may be); or (iv) as required by law. The term “Confidential Information in Information” shall mean any manner detrimental information relating to MSD or RTI or their business which is, (1) disclosed to the disclosing party. In other (or to the event that a receiving party other’s Affiliates) during the negotiation of and performance of this Agreement and (2) is requested pursuant tomarked “Confidential” if provided in writing, or required byif delivered verbally, applicable law or regulation or by legal process is reduced to disclose writing within thirty (30) days and marked “Confidential.” “Confidential Information” shall also include the terms and conditions of this Agreement and all Intellectual Property Rights relating to Specialty Allografts and Bone Paste. “Confidential Information” shall not include any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that information which (i) is disclosed to a third party with becomes public knowledge without breach by the disclosing party's written approval, other of this Agreement; (ii) is required obtained by the other (or the other’s Affiliates) from a person or business entity under circumstances permitting its disclosure to others; (iii) may be produced under order demonstrated to have been known at the time of a court of competent jurisdiction or other similar requirements of a governmental agency, receipt thereof as evidenced by tangible records; or (iiiiv) is required to be disclosed by applicable as a result of a judicial order or decree or governmental law or regulation, will, subject in the case . If a Party makes a disclosure of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided Confidential Information which is permitted by the terms of this Agreement, such consent or covered by a protective order. If a receiving party uses a degree of care Party shall give prior notice to the other Party, cooperate with the other Party in efforts to prevent or restrict such disclosure and be responsible for ensuring that the person to whom it is disclosed maintains the confidentiality of the such Confidential Information that is at least as great as in accordance with the care it normally takes to preserve its own information terms of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed to in writing by During the party disclosing (or whose Representatives disclosed) course of the same (a "disclosing party")Alliance, each party may be given access to information (a "receiving party"in hardcopy and/or electronic form) shallthat relates to the other's past, present, and future research, development, business activities, products, services, and technical knowledge (including but not limited to the Docent Products and Xxxxxxxx Consulting's Consulting Services). Such information which has been labeled as confidential information, is identified by the disclosing party as confidential information in a contemporaneous writing, or is provided under circumstances in which the parties knew or reasonably should have known from the circumstances of the disclosure that the information was confidential, will be considered Confidential Information for purposes of this Agreement. In connection therewith, the subsections set forth below shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons apply. (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives"1) to, (i) keep all The Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of may be used by the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information receiver only in connection with consummating the transactions contemplated hereby and enforcing purposes of this Alliance Agreement. (2) Each party agrees to protect the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to confidentiality of the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing partyother in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. Access to the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that shall be restricted to Xxxxxxxx Consulting and Docent personnel engaged in a use permitted hereby. (i3) is disclosed to a third party with The Confidential Information may not be copied or reproduced without the disclosing party's prior written approvalconsent. (4) All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (iia) is required to be produced under order completion of a court of competent jurisdiction or other similar requirements of a governmental agency, the Services or (iiib) is required to be disclosed request by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party, unless the receiver is otherwise allowed to retain such Confidential Information. (5) Nothing in this Agreement shall prohibit or limit either party's lost profits resulting directly use of information (including, but not limited to, ideas, concepts, know- how, techniques, and solely from such disclosure;methodologies) (i) previously known to it without obligation of confidence,

Confidentiality. Unless (i) otherwise agreed expressly provided in this Agreement, (ii) required by applicable Law or Governmental Authority, (iii) necessary to secure any required Consents as to which the other party has been advised, or (iv) consented to in writing by Purchaser or the Company, as applicable, any information or documents furnished in connection herewith shall be kept strictly confidential by the Company, Purchaser, Merger Sub and their respective officers, directors, employees, agents and representatives. Prior to any disclosure pursuant to the preceding sentence, the party disclosing (intending to make such disclosure shall use its commercially reasonable efforts to consult with the other party regarding the nature and extent of the disclosure. Nothing contained herein shall preclude disclosures to the extent necessary to comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the extent required by such disclosure obligations, Purchaser or whose Representatives disclosed) the same (Company, after a "disclosing party uses its commercially reasonable efforts to consult with the other party"), may file with the SEC a Report on Form 8-K pursuant to the Exchange Act with respect to the Transactions, which report may include, among other things, financial statements and pro forma financial information with respect to the other party. Purchaser and the Company shall cooperate with the other and provide such information and documents as may be required in connection with any filings with the SEC. In the event this Agreement is terminated, each party (a "receiving party") shall, shall return to the other any documents furnished by the other and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors all copies thereof any of them may have made and controlling Persons (such Affiliates and will hold in confidence any information obtained from the other Persons with respect party except to any party being collectively referred to as such party's "Representatives") to, the extent (i) keep all Confidential Information such party is required to disclose such information by applicable Law or such disclosure is necessary in connection with the pursuit or defense of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationa claim, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental information was known by such party prior to the disclosing party. In the event that a receiving such disclosure or was thereafter developed or obtained by such party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice independent of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, disclosure or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above such information becomes generally available to the receiving party's compliance with public other than by breach of this Section 8.1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, cease the party intending to disclose the extent of same shall so notify the disclosure so consented to or required, except to party which provided the extent otherwise provided by the terms of same in order that such consent or covered by party may seek a protective order. If a receiving party uses a degree of care order or other appropriate remedy should it choose to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;do so.

Confidentiality. Unless Except as may be expressly provided by this Agreement or applicable laws, the Parties acknowledge that Content contributed by Users to the Platform is not confidential as the functionality of the Platform are based on student interactions being visible in whole or in part to administrators and teachers. Except as otherwise agreed provided by this Agreement, Paper shall not use the Content contributed by Users other than for purposes of operating the Platform for the Customer and its Users’ benefit. Paper may however compile and use aggregated data (which for clarity shall not include any personally identifiable information) pertaining to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, Platform derived from multiple educational institutions for purposes of (i) keep all Confidential Information of further developing the disclosing party confidential and not disclose Platform or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby related products or who otherwise need to know such Confidential Information, services; (ii) compiling and disseminating data regarding the use such and content of the Platform as well as the courses for which tutoring is offered on the Platform. Personally Identifiable Information provided to Paper by Customer or Users shall be treated as confidential information and is subject to Paper’s privacy policy available at xxxxx://xxxxx.xx/privacy-policy- services and incorporated herein by reference, minor changes to which may be updated from time to time by Paper by posting updates on its website. Material changes to Paper’s privacy policy will be provided to Customer in advance of operational implementation. The contractual terms of this Agreement constitutes confidential information of Paper and are subject to applicable state and federal disclosure laws and requirements . During the performance of this Agreement, one Party (the “Disclosing Party”) may authorize the other Party (the “Receiving Party”) to access or host confidential information (hereinafter the “Confidential Information”). Subject to the other terms of this Agreement, Confidential Information only shall include, without limitation, personally identifiable information, log-in connection with consummating the transactions contemplated hereby credentials, contracts, technical or financial information, databases, trade secrets and enforcing the receiving party's rights hereunder, and (iii) not use know- how. Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information not include information that (i) is disclosed or will become public other than as a result of a breach of this Agreement or (ii) was known to the Receiving Party prior to the disclosure thereof by the Disclosing Party, as evidenced by written documents. The Receiving Party shall preserve the confidentiality of any Confidential Information and shall refrain from using or disclosing the same for any purpose not previously approved in writing by the Disclosing Party or otherwise provided in this Agreement. However, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party with the disclosing party's written approval, (ii) is required that was legally in possession thereof and was free to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or disclose same; (iii) is the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required to be disclosed by applicable law or regulationa court order, willprovided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure. Upon request or upon termination of this Agreement, subject in the case of clauses (ii) and (iii) above to Receiving Party shall immediately return or, at the receiving party's compliance with the preceding sentence, cease to the extent option of the disclosure so consented Disclosing Party, destroy the Confidential Information. Moreover, at the request of the Disclosing Party, the Receiving Party agrees to or requiredcertify, except to the extent otherwise provided by the terms means of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure an affidavit, that all of the Confidential Information that is at least as great has been returned or destroyed, as the care it normally takes case may be. However, Paper may retain an archival copy of all confidential information disclosed to preserve its own information of a similar natureit, it shall not be liable for any disclosure that occurs despite to the exercise of that degree of careextent required by law, and in no event shall a receiving party be liable for any indirectregulation, punitiveor court order, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;to comply with accounting principles.

Confidentiality. Unless otherwise agreed All information provided under this Agreement by or on behalf of a party (the “Disclosing Party”) to in writing the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 9A below, all confidential information provided under this Agreement by the party disclosing Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (or whose Representatives disclosed) the same (a "disclosing party"as defined in Section 9A below), each party (a "receiving party") shallincluding financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not be applicable to any party being collectively referred to as such party's "Representatives"information (a) tothat is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ib) keep all Confidential Information that is independently derived by the Receiving Party without the use of any information provided by the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only Disclosing Party in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderthis Agreement, and (iiic) not use Confidential Information in that is disclosed to comply with any manner detrimental to the disclosing party. In the event legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that a receiving party is requested pursuant to, or disclosed as required by, applicable by operation of law or regulation or by legal process as required to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party comply with the disclosing party's written approval, requirements of any market infrastructure that the Disclosing Party or its agents direct the Administrator or its Affiliates to employ (ii) or which is required in connection with the holding or settlement of instruments included in the assets subject to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencythis Agreement), or (iiie) is required where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be disclosed by applicable law or regulationunreasonably withheld; provided that, will, subject in the case of clauses (iic) and (iiid) above to the receiving party's compliance with the preceding sentence, cease to the extent Receiving Party shall provide as much advance written notice of the disclosure so consented as is reasonably practicable under the circumstances, which notice shall include summary information regarding the expected recipients and information to or required, be disclosed except to the extent otherwise provided providing such notice is prohibited by applicable law or regulation. The Administrator will employ reasonable safeguards designed to protect each Trust’s confidential information, which may include but are not limited to the terms use of such consent or covered by a protective order. If a receiving party uses a degree of care encryption technologies, passwords and any other safeguards the Administrator may choose to prevent disclosure of the Confidential Information that is at least as great employ, as the care it normally takes Administrator may deem appropriate under the circumstances.” 4. A new Section 9A is hereby added to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Agreement after Section 9 as follows:

Confidentiality. Unless No advice rendered by Evergreen, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise agreed referred to in writing without Evergreen’s prior written consent. To the extent consistent with legal requirements, all information given to one party of this Agreement (the “Recipient Party”) by another party (the “Providing Party”), including, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of any confidentiality agreement, will be held by the party disclosing (or whose Representatives disclosed) Recipient Party in confidence and will not, without the same (a "disclosing party")Providing Party’s prior approval, each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect be disclosed to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person anyone other than those Representatives of the receiving party Recipient’s agents and advisors who are participating in effecting require such information to perform services for the transactions Providing Party as contemplated hereby or by this Agreement (and who otherwise need agree to know such Confidential Information, (ii) use such Confidential Information information only in connection with consummating such services) or used by such person for any purpose other than those contemplated by this Agreement. Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this Section 10. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the services to be provided hereunder, shall not apply to the tax structure or tax treatment of the transactions contemplated hereby and enforcing subject to the receiving party's rights services to be provided hereunder, and each party hereto (iiiand any employee, representative, or agent of any party hereto) not use Confidential Information in may disclose to any manner detrimental and all persons, without limitation of any kind, the tax structure and tax treatment of the transaction subject to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required services to be produced under order provided hereunder and all materials of a court of competent jurisdiction any kind (including opinions or other similar requirements of a governmental agencytax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above other identifying information not relevant to the receiving party's compliance with the preceding sentence, cease to the extent tax structure or tax treatment) of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it any person and shall not be liable include information for any disclosure that occurs despite the exercise of that degree of care, and which nondisclosure is reasonably necessary in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;order to comply with applicable securities laws.

Confidentiality. Unless Except as otherwise agreed set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to in writing such party (“Receiving Party”) by the disclosing party disclosing (or whose Representatives disclosed"Disclosing Party") constitute the same confidential property of the Disclosing Party (a "disclosing partyConfidential Information"), each party (a "receiving party") shallprovided that it is identified as confidential at the time of disclosure. Any Digital Samba Technology and any performance information relating to the Products shall be deemed Confidential Information of Digital Samba without any marking or further designation. Except as expressly authorized herein or in otherwise, in writing, by the Disclosing Party, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not apply to any party being collectively referred to as such party's "Representatives") to, information which the Receiving Party can document: (i) keep all Confidential Information was rightfully in its possession or known to it prior to receipt of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, ; (ii) is required to be produced under order or has become public knowledge through no fault of a court of competent jurisdiction or other similar requirements of a governmental agency, or the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to or knowledge of such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to be disclosed by applicable law comply with such regulation or regulation, will, subject in the case of clauses (ii) order and (iii) above with advance notice to the receiving party's compliance Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with the preceding sentence, cease respect to the extent operation of any Product. You shall limit access to Confidential Information to personnel for whom such access is reasonably necessary for the proper use of the disclosure so consented to or requiredProducts under this Agreement. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You will be responsible for any breach of this Agreement by any of your personnel, except to the extent otherwise provided by the terms of such consent or covered by a protective orderincluding employees, contractors and End Users. If a receiving party uses a degree of care to prevent disclosure of Receiving Party shall protect the Confidential Information that is at least as great as with the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that same degree of care, and but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as it exercises in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from protecting its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;own proprietary information.

Confidentiality. Unless otherwise agreed Cardinal Health and Purchaser agree to in writing keep secret and confidential any and all information of the other party (“Confidential Information”) disclosed by the other party disclosing (hereunder or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to through any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential prior disclosure and not to disclose or reveal any such Confidential Information to any Person other than those Representatives person or entity, except (i) to employees of each party having a need to know the information in order to fulfill such party’s obligations hereunder; or (ii) as required by an applicable Agency. The parties shall use the Confidential Information solely for the purpose of carrying out the obligations contained in the Agreement. The obligations imposed by this Section shall not apply to any Confidential Information: (i) which at the time of disclosure is in the public domain; (ii) which, after disclosure, becomes part of the public domain by publication or otherwise, through no fault of the receiving party who are participating party; (iii) which at the time of disclosure is already in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder’s possession, except through prior disclosure by the disclosing party or its Affiliates, and (iii) such possession can be properly documented by the receiving party in its written records, and was not use Confidential Information in made available to the receiving party by any manner detrimental person or party owing an obligation of confidentiality to the disclosing party. In ; (iv) which is rightfully made available to the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information from sources independent of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s; (v) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) which is required to be produced under order disclosed in the course of a court of competent jurisdiction litigation or other similar requirements legal or administrative proceedings; provided that in all such cases the party receiving the Confidential Information shall, to the extent permitted, give the other party prompt notice of a governmental agencythe pending disclosure and shall cooperate in such other party’s attempts, or at such other party’s sole expense, to seek an order maintaining the confidentiality of the Confidential Information; or (iiivi) which is required to be disclosed by applicable law or regulationApplicable Laws; provided that in all such cases the party receiving the Confidential Information shall, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent permitted, give the other party prompt notice of the pending disclosure so consented and shall cooperate in such other party’s attempts, at such other party’s sole expense, to or required, except to seek an order maintaining the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure confidentiality of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallEach Party agrees to, and shall cause its Affiliates, directorsaffiliates, officers, employees, agentsrepresentatives, counsel, financial consultants and advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information maintain the confidentiality of the disclosing party confidential terms of this Agreement, all of the information it receives from the other Party in the course of the reviews contemplated by Section 5(d), and the transactions contemplated hereby (collectively, the “Confidential Information”), and not disclose or reveal to use any such Confidential Information for any purpose other than to consummate the transactions contemplated by this Agreement. Further, no disclosure of any Confidential Information shall be disclosed to any Person other than those Representatives third party (except professional advisors who have a duty of confidentiality) unless and until such third party shall have first executed and delivered a written confidentiality agreement to the party whose information is being disclosed, which written confidentiality agreement shall be in form and substance acceptable to party whose information is being disclosed. Notwithstanding the foregoing, Confidential Information shall not include the following: (i) information which is or subsequently becomes generally available to the public through no act of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationits Representatives, (ii) use such Confidential Information only information set forth in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder’s written records prior to disclosure to the receiving party by, or on behalf of, the disclosing party, and (iii) information which is lawfully obtained by the receiving party in writing from a third party (excluding any of the receiving party’s Representatives) who did not use Confidential Information in any manner detrimental to acquire such confidential information or trade secret, directly or indirectly, from the receiving party or the disclosing party. In the event that a the receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process its Representatives (the “Compelled Party”) become legally compelled to disclose any Confidential Information of the disclosing partyConfidential Information, the receiving party shall Compelled Party shall, to the extent permitted by law, provide the disclosing party with prompt written notice of such request(s) requirement sufficient to enable permit the disclosing party to seek a protective order or other appropriate remedy. In the event that such protective order or remedy is not obtained, or that the disclosing party waives compliance with the provisions hereof, the Compelled Party shall disclose only such portion of Confidential Information which the Compelled Party is advised by written opinion of counsel is legally required and shall exercise its best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In any event, the Compelled Party shall not oppose any action by the disclosing party to obtain an appropriate protective orderorder or other reliable assurance that confidential treatment will be accorded the Confidential Information. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required Each Party agrees to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable responsible for any disclosure that occurs despite the exercise breach of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from this Agreement by its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Representatives.

Confidentiality. Unless otherwise agreed to in writing by ‌ (a) It is understood that certain information may be exchanged among Buyer and Seller that the party disclosing Party considers proprietary and confidential. Each Party agrees that it shall (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its AffiliatesAffiliates and its and their officers, directors, officersconsultants, employees, agents, legal counsel, financial advisors agents and controlling Persons representatives (such Affiliates and other Persons together with respect to any party being collectively referred to as such party's "Representatives"the Affiliates, the “Confidentiality Affiliates”) to, ): (i) keep all Confidential Information of the disclosing party hold confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise to its Confidentiality Affiliates having a reasonable need to know in connection with the permitted purposes hereunder, without the prior consent of the other Party, all confidential or proprietary written information which is marked confidential or proprietary or oral information or data which is reduced to writing within five (5) days of such disclosure and marked as confidential or proprietary (including sources of equity and/or other financing, development strategy, competitor information, cost and pricing data, warranties, technical information, research, developmental, engineering, manufacturing, marketing, sales, financial, operating, performance, business and process information or data, know how and computer programming and other software techniques) provided or developed by the other Party or its Confidentiality Affiliates in connection herewith or the Work (“Confidential Information, ”); and (ii) use such Confidential Information only for the purposes of performing its obligations hereunder or where reasonably necessary to enjoy the benefits of this Agreement. In no event shall any Confidential Information be disclosed to any competitor of Seller or Buyer. (b) The obligations contained in connection with consummating the transactions contemplated hereby preceding paragraph shall not apply, or shall cease to apply, to Confidential Information if or when, and enforcing to the extent that, such Confidential Information (i) was known to the receiving party's rights Party or its Confidentiality Affiliates prior to receipt from the disclosing Party or its Confidentiality Affiliates; (ii) was, or becomes through no breach of the receiving Party’s obligations hereunder, and known to the public; (iii) not use Confidential Information in any manner detrimental becomes known to the disclosing party. In the event that a receiving party is requested pursuant to, Party or required by, applicable law or regulation or by legal process to disclose its Confidentiality Affiliates from other sources under circumstances not involving any Confidential Information breach of any confidentiality obligation between such source and the disclosing Party’s or discloser’s Confidentiality Affiliates or a third party, ; (iv) is independently developed by the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction Party or other similar requirements of a governmental agency, its Confidentiality Affiliates; or (iiiv) is required to be disclosed by law, governmental regulation or applicable law legal process. Seller acknowledges that Buyer is subject to regulation as a public utility, and as such may be required to disclose all or regulationsubstantially all information provided by Seller pursuant to this Agreement by order of state and federal regulators, willand that such disclosure shall in no event be deemed a violation of this Section 34.1. As to Confidential Information that is not a trade secret under Applicable Law, subject in the case foregoing obligations shall expire three (3) years after the Closing Date. (c) When required by the appropriate Governmental Authority, a Party may disclose the Confidential Information of clauses the other Party to such Governmental Authority provided, however, that prior to making any such disclosure, such Party shall: (i) provide the owning Party with timely advance notice of the Confidential Information requested by such Governmental Authority and the intent of such Party to so disclose; (ii) minimize the amount of Confidential Information to be provided consonant with the interest of the owning Party, Seller, the Contractor, and each and every Subcontractor and the requirements of the Governmental Authority involved; and (iii) above to make every reasonable effort (which shall include participation by the receiving party's compliance owning Party, Seller, Contractor or any Subcontractor, as applicable in discussions with the preceding sentence, cease Governmental Authority involved) to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure secure confidential treatment and minimization of the Confidential Information to be provided. In the event that is at least as great as efforts to secure confidential treatment are unsuccessful, the care it normally takes owning Party shall have the prior right to preserve revise such information to minimize the disclosure of such Confidential Information in a manner consonant with its own information interest and the requirements of a similar nature, it the Governmental Authority involved. (d) Buyer’s disclosure of Seller Drawings and Manuals to third parties in accordance with its obligations hereunder shall not be liable for any disclosure that occurs despite the exercise a breach of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this article 34.

Confidentiality. Unless otherwise agreed to in writing 6.1 Client Information means all codes, documents, instructions, manuals, measurements, specifications, requirements, and any other information and materials provided by the party disclosing Client and necessary for Bureau Veritas Certification to perform the Services; Confidential Information means all and any non-public information disclosed by one Party to the other Party, including (or whose Representatives disclosedbut not necessarily limited to) the same (a "disclosing party")data, each party (a "receiving party") shallknow-how, concepts, manuals, reports, specifications, trade secrets, trademarks, company logos, and shall cause its Affiliatesany other business, directorscommercial, officersfinancial, employeeslegal, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information marketing or technical information; 6.2 Each of the disclosing party confidential and Parties shall not disclose or reveal use for any such purpose whatsoever any of the confidential knowledge or Confidential Information Information, which it may acquire or receive within the scope of the performance of the Agreement, without the prior written consent of the Party that disclosed the Confidential Information. 6.3 This confidentiality undertaking shall not apply to any Person other than those Representatives information: 6.3.1 which is publicly available or becomes publicly available through no act of the receiving Party; 6.3.2 which was in the possession of the receiving Party prior to its disclosure; 6.3.3 which is disclosed to the receiving Party by a third party who are participating in effecting did not acquire the transactions contemplated hereby information under an obligation of confidentiality; 6.3.4 which is independently developed or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing acquired by the receiving party's rights hereunder, and (iii) not Party without use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, of or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect reference to Confidential Information that (i) received from the disclosing Party; 6.3.5 which is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law in accordance with the requirements of law, any stock exchange regulation or regulationany binding judgment, willorder or requirement of any court or other competent authority; or 6.3.6 which is disclosed to an Affiliate of the receiving Party on a need to know basis. 6.4 Each Party shall be responsible for ensuring that all persons to whom Confidential Information of the other Party is disclosed under the Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person or entity, subject in and shall assume full responsibility for any breach of said undertaking. 6.5 Notwithstanding the case provision of clauses (ii) and (iii) above clause 6, Bureau Veritas Certification reserves the right to refer to the receiving party's Client, using its name and/or logo, whether internally and externally, orally or in writing, and on any communication support, for marketing and/or commercial purposes without the prior consent of the Client being required. 6.6 Notwithstanding the provision of clause 6, Bureau Veritas Certification reserves the right to use the Client’s data for benchmarking and analysis purposes, being understood that any such use by Bureau Veritas Certification will be in compliance with the preceding sentence, cease to application regulation protecting personal data and the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not data would be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;anonymous.

Confidentiality. Unless otherwise agreed to in writing 1. The CRO shall keep confidential any and all information and data concerning Sponsor`s business or its activities (including reports and information as well as all clinical data about the Study or its progress produced by the party disclosing (CRO or whose Representatives disclosed) the same (a "disclosing party"sites within the framework of this Agreement), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect or information obtained that may come to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information the knowledge of the disclosing party confidential and not disclose CRO, its personnel or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby appointed representatives during or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby execution of this Agreement including without limitation third party confidential information received by the Sponsor (“Sponsor’s Confidential Information”). For the avoidance of any doubt, the Protocol, the Investigational Medicinal Product, the Study results, and enforcing the Inventions (as defined below) shall be considered the Sponsor’s Confidential Information. 2. Sponsor shall keep confidential any and all information and data concerning the CRO`s business or its activities (including information produced by Sponsor within the framework of this Agreement) or information obtained that may come to the knowledge of Sponsor, its personnel or appointed representatives during or in connection with the execution of this Agreement, and is not considered Sponsor’s Confidential Information. 3. Parties undertake an obligation to keep strictly confidential any confidential information or data which came into possession of the other Party in any manner, were delivered or otherwise disclosed to the other Party in connection with the Agreement. Parties may use and make the above mentioned information available solely for the purpose of the execution of the Agreement. 4. The above provision does not apply to information which the receiving party's rights hereunder, and (iiiParty can demonstrate that: a) not use Confidential Information in any manner detrimental is known to the disclosing party. In receiving Party at the event that a receiving party moment of its disclosure, b) is requested pursuant to, or required by, applicable law or regulation or by legal process publicly accessible at the time of its disclosure to disclose any Confidential Information of the disclosing party, the receiving Party or it becomes later publicly accessible without the Party’s fault, c) may be disclosed upon the other Party’s consent expressed in writing otherwise being void, d) was disclosed to the receiving Party by a third party shall provide the disclosing party with prompt notice of such request(s) that was not obliged to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (ikeep it confidential or e) is disclosed by virtue of laws in force. 5. If confidential information needs to be disclosed to a third party with for the disclosing party's written approvalpurpose of performance hereof, (ii) is required the Sponsor or CRO, prior to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencymaking any such disclosure, or (iii) is required will cause such third party to be disclosed by applicable law or regulation, will, subject undertake the confidentiality and non-use obligations in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease writing at least to the extent applicable to themselves under the Agreement. Any publication of data from the disclosure so consented to Study or required, except oral presentations on an individual basis with respect to the extent otherwise provided by Study data shall be subject to the terms Sponsor’s prior review and approval. The Sponsor is entitled at its sole discretion to delay or reject of such consent publication due to Sponsor’s business or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;operational reasons.

Confidentiality. Unless otherwise agreed to Purchaser and Seller each acknowledge that in writing by connection with the party disclosing (provision or whose Representatives disclosed) the same (a "disclosing party")receipt of Services, each party will have access to highly confidential information about the other party which, if exploited in contravention of this provision, would seriously, adversely and irrevocably affect the business of the other party. Consequently, each party agrees that during the Transition Period and for a period of five (5) years following the termination of this Agreement, it shall maintain the confidentiality of all information about the business, operations and financial condition of the other party that it has access to by virtue of the provision or receipt of Services, and it shall not use any such information for any purpose, except as is strictly necessary to comply with the terms of this Agreement. Each party further agrees that during the Transition Period and for a "period of five (5) years following the termination of this Agreement, it shall not, nor {00295504.DOC;} shall any of its Affiliates or employees, use in any manner any of the confidential information to which it or any of its Affiliates or employees have access by virtue of providing or receiving the Services, except if such information (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party", generally known or available; (b) shallis known by the receiving party, and without being in breach of any other obligation, at the time of receiving such information, provided the receiving party can demonstrate such knowledge by dated written records; provided, however, that Seller’s knowledge of any confidential information as it existed at the time such information was transferred to Purchaser pursuant to the Asset Purchase Agreement shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons still be considered Confidential Information under this Agreement; (such Affiliates and other Persons c) is hereafter furnished to the receiving party by a third party who is not bound by an obligation of confidentiality to the disclosing party with respect to any party being collectively referred to as such party's "Representatives"information; (d) to, (i) keep all Confidential Information of the disclosing party confidential and not disclose is independently developed by or reveal any such Confidential Information to any Person other than those Representatives on behalf of the receiving party who are participating without any breach of this Agreement as demonstrated by dated written records; (e) is subject of a written permission to disclose provided by the disclosing party; (f) is necessary or appropriate in effecting making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant tohereby, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (iig) is required to be produced under order of furnished or disclosed to a court of competent jurisdiction Governmental Entity or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective orderLaws. If a receiving party uses is compelled by a degree requirement of care a Governmental Entity or by Laws (including, without limitation, by subpoena or court order, but not pursuant to prevent routine filing requirements) or discovery to disclose any confidential information, such party will promptly notify the other party in writing prior to making any disclosure to provide the other party a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority, and the parties will reasonably cooperate in efforts to obtain such a remedy. If the notified party waives its objections or is unsuccessful in its request or fails to make such a request, the party required to disclose confidential information will furnish only that portion of the Confidential Information such confidential information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;legally required.

Confidentiality. Unless otherwise agreed to in writing The Lender and the Borrower shall keep any information concerning the other party that was disclosed by the other party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shallobtained under this Agreement in confidential, and shall cause its Affiliatesnot use such information other than for the purpose of performing this Agreement, directorscredit administration or credit control. Provided, officershowever, employeesthat the foregoing shall not apply to any information that falls under any item set forth below: (a) information that was publicly available at the time it was disclosed to or obtained by the receiving party, agentsor becomes publicly available thereafter through no fault of the receiving party; (b) information that was known to the receiving party at the time it was disclosed or obtained; or (c) information that was lawfully disclosed by any third party. In addition, counselthe Borrower shall raise no objection to the disclosure of information by the Lender concerning each item below: (i) If the notice of refusal to make an Individual Loan has been given by a Lender, financial advisors and controlling Persons or if any of the Events of Default have occurred, the Lender may disclose any information with regard to the Borrower or the transaction with the Borrower, which it has obtained through this Agreement or an agreement other than this Agreement, to the extent reasonably required. (such Affiliates and other Persons ii) Upon the assignment of status or the assignment of Lending Obligations (including the creation of any security interest), an execution of a guarantee (including any property guarantee) without being commissioned by the Borrower or assumption of obligations with any third party with respect to the Borrower’s obligations under this Agreement, or disposal of participation interest pertaining to the loan receivables under this Agreement (loan participation), the Lender may disclose any party being collectively referred information with regard to as this Agreement to the assignees (including the Successive Lender and a secured party), guarantor, a person assuming obligations, or the purchaser of participation interest, or a person considering such assignment (including becoming a secured party's "Representatives") to), becoming a guarantor, a person assuming obligations or the purchase of participation interest (i) keep all Confidential Information including an intermediary of such transactions), on the disclosing party confidential condition that those agree to be bound by the confidentiality obligations and not disclose or reveal legitimately use within a requisite minimum extent. The information with regard to this Agreement in this item shall mean any such Confidential Information to any Person other than those Representatives of information regarding the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only Borrower’s credit that has been obtained in connection with consummating this Agreement, any information regarding the transactions contemplated hereby contents of this Agreement and enforcing the receiving party's rights hereunderother information incidental thereto, and any information regarding the contents of the loan receivables to be the subject of a transaction and other information incidental thereto, and shall not include any information regarding the Borrower’s credit that has been obtained in connection with any agreement other than this Agreement. (iii) not use Confidential Information in any manner detrimental Disclosure to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information officers and/or employees of the disclosing partyLender (including parent company of the Lender). (iv) Disclosure in a case where it is obliged by Laws and Ordinances, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approvalrules, (ii) is required to be produced under order of a court of competent jurisdiction administrative government agency or other similar requirements of a governmental agencypublic institutions (including official investigations). (v) Disclosure to external professionals including lawyers, or accountants, tax accountants, estate surveyors, rating agencies and consultants. Provided, however, that any disclosure pursuant to Items (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses through (ii) and (iiiv) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for allowed within a requisite minimum extent considering the disclosing party's lost profits resulting directly and solely from such disclosure;purpose therefor.

Confidentiality. Unless otherwise agreed to in writing The provisions of that certain Confidentiality Agreement dated February 29, 2012, by and between Purchaser and Seller (the party disclosing (or whose Representatives disclosed“Confidentiality Agreement”) the same (a "disclosing party"), each party (a "receiving party") shall, are hereby incorporated herein and shall cause its Affiliatesremain binding and in full force and effect; provided, directorshowever, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons that all obligations of the Purchaser under the Confidentiality Agreement with respect to any party being collectively referred to the Purchased Assets shall terminate simultaneously with the Closing. Except as otherwise provided herein or in the other Transaction Documents, Seller shall treat after the date hereof as strictly confidential all nonpublic, confidential or proprietary information concerning the Purchased Assets (“Confidential Information”) and such party's "Representatives") to, (i) keep all shall be the Confidential Information of Purchaser; provided, however, that the disclosing party confidential publication of those pending or in-process publications set forth on Schedule 7.5 and relating to the Seller Compounds of which Seller notified Purchaser prior to the date of this Agreement shall not disclose constitute a breach of this Section 7.5; and provided, further, that the foregoing obligations shall not apply to (a) any information which was or reveal comes into the public domain through no breach of this Agreement by Seller, (b) any such Confidential Information information in the possession of any Third Party Acquiror prior to a Change of Control Transaction, other than as a result of disclosure by Seller, (c) any information that is independently developed or discovered by any Third Party Acquiror without reference to information concerning the Purchased Assets that was in Seller’s possession on the Closing Date, (d) is rightfully communicated to any Person other than those Representatives Third Party Acquiror by another Third Party, free and clear of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information obligation of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencyconfidence, or (iiie) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided was communicated by the terms Purchaser to an unaffiliated Third Party free of such consent or covered by a protective orderany obligation of confidence. If a receiving party uses a degree of care to prevent disclosure In addition, Seller shall not be prohibited from disclosing any portion of the Confidential Information that Seller is at least as great as required to disclose by judicial or administrative process or, in the care it normally takes to preserve its own information opinion of a similar naturelegal counsel, it shall not be liable for any disclosure that occurs despite the exercise by other requirements of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Law.

Confidentiality. Unless otherwise agreed a. In order to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")facilitate this Agreement, each either party (a "receiving party"“Disclosing Party”) shallmay disclose to the other party (“Receiving Party”) certain confidential or proprietary information subject to this Agreement. All documents and other information provided to Receiving Party by Disclosing Party pursuant to this Agreement, including any information concerning prices, quantities purchased by any customer, data or other terms and conditions, shall be held by Receiving Party in strict confidence and not disclosed either directly or indirectly to any third party and shall cause only be used for purposes of Receiving Party fulfilling its Affiliates, directors, officers, employees, agents, counsel, financial advisors obligations under this Agreement. Receiving Party acknowledges that money damages alone would not be a sufficient remedy for any violation by it of the terms of this Agreement addressing use or disclosure of other confidential information of Disclosing Party and controlling Persons that Disclosing Party will be entitled (such Affiliates and other Persons with respect in addition to any other remedies which may be available to it at law or in equity) to specific performance and injunctive relief as remedies for any such violation. Each party being collectively referred shall keep the terms and conditions of this Agreement and any amendments or addenda thereto confidential. The provisions of this Section shall survive termination, b. The obligations imposed by this Section 8 shall not apply to as such party's "Representatives") to, information which (i) keep all at the time of disclosure is in the public domain; (ii) after disclosure becomes a part of the public domain by publication or otherwise, through no fault of the Receiving Party; (iii) at the time of disclosure is already in the Receiving Party’s possession, except through prior disclosure by either party or an affiliate of either of them, and such possession can be properly documented by the Receiving Party in its written records, and was not made available to the Receiving Party by anyone owing an obligation of confidentiality to the Disclosing Party; or (iv) is rightfully made available to the Receiving Party from sources independent of the Disclosing Party. c. To the extent that Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party Disclosing Party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is legally required to be disclosed by applicable law or regulation, will, subject in the case course of clauses (ii) and (iii) above to the receiving party's compliance with litigation or other legal or administrative proceedings or otherwise as required by law, the preceding sentenceReceiving Party shall, cease to the extent permitted, (1) give the other party prompt notice of the pending disclosure so consented and shall cooperate in such other party’s attempts, at such other party’s sole expense, to or requiredseek an order maintaining the confidentiality of such information, except (2) only disclose the minimum Confidential Information necessary with respect to the extent otherwise provided applicable litigation, legal administration proceeding or as required by the terms applicable law. d. The confidentiality provision of such consent this Section 8 shall survive any termination or covered by a protective order. If a receiving party uses a degree expiration of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed The Parties hereto will hold and will cause their respective employees, officers, directors, consultants and advisors to hold in writing strict confidence, unless compelled to disclose by judicial or administrative process and then only with written notice prior to disclosure to the disclosing party, all documents and information concerning the disclosing party furnished to the receiving party in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the receiving party disclosing other than through a breach of a confidentiality agreement by a third party; (ii) in the public domain through no fault of the receiving party; or whose Representatives disclosed(iii) later lawfully acquired by the same receiving party from other sources) (a the "disclosing partyConfidential Information"), each party will not use such Confidential Information except to evaluate and consummate the Merger (a "and, if the Merger is consummated, in the business of MCSC and the Surviving Corporation thereafter) and will not release or disclose the Confidential Information to any other person, except the receiving party") shall's auditors, and shall cause its Affiliates, directors, officers, employees, agents, counselattorneys, financial advisors and controlling Persons other consultants and advisors and lending institutions (including banks) or lending authorities in connection with this Agreement (it being understood that such Affiliates persons shall be informed by the receiving party of the confidential nature of such information and other Persons with respect shall be directed by the receiving party to any party being collectively referred treat such information confidentially). If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained for a period of two (2) years from the date of termination of this Agreement, except to as such party's "Representatives") to, (i) keep all the extent the Confidential Information of comes into the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives public domain through no fault of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is If requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide will return to the disclosing party with prompt notice of such request(s) to enable party, all physical materials furnished by the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentenceparty or their respective agents, cease to the extent of the disclosure so consented to representatives or requiredadvisors and all copies thereof, except to the extent otherwise provided in whatever medium, and all materials prepared by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care which evaluate or reflect the Confidential Information. It is understood that the receiving party shall be deemed to prevent disclosure of have satisfied its obligation to hold the Confidential Information that is at least confidential if it exercises the same care as great as the care it normally takes to preserve confidentiality for its own information similar information. The disclosing party will be entitled to equitable relief in the event of a similar nature, it shall not be liable for any disclosure that occurs despite breach by the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence of the provisions contained in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Section 5.4(b).

Confidentiality. Unless otherwise agreed In connection with preparation and during the term of this Agreement, one Party may disclose to the other or receive written information from the other relating to the subject matter of this Agreement which information, if so identified in writing by either pursuant to this Section 6.0 or otherwise upon disclosure, shall be considered to be the party disclosing (or whose Representatives disclosed) Party's Confidential Information. Each Party agrees that it will take the same (a "disclosing party"), each party (a "receiving party") shall, steps to protect the confidentiality of the other Party's Confidential Information as it takes to protect its own proprietary and Confidential Information. Each Party shall protect and keep confidential and shall cause its Affiliatesnot use, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect publish or otherwise disclose to any party being collectively referred to third party, except as such partypermitted by this Agreement or with the other Party's "Representatives") towritten consent, (i) keep all the other Party's Confidential Information for a period of ten (10) years from the disclosing party confidential and not disclose or reveal date of disclosure, respectively, of any such Confidential Information to any Person other than those Representatives Information. For the purposes of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationthis Agreement, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) shall not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of include such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information information that (i) is disclosed was lawfully known to a third party with the disclosing party's written approval, receiving Party at the time of disclosure; (ii) is required was generally available to be produced under order the public or was otherwise part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement; (iii) became known to the receiving Party after disclosure from a court of competent jurisdiction or other similar requirements of source that had a governmental agency, lawful right to disclose such information to others; or (iiiiv) is required to be disclosed by the receiving Party to comply with applicable law laws, to defend or regulationprosecute litigation or to comply with governmental regulations, will, subject in provided that the case receiving Party provides prior written notice of clauses (ii) and (iii) above such disclosure to the receiving party's compliance with other Party and takes reasonable and lawful actions to avoid and/or minimize the preceding sentencedegree of such disclosure. Notwithstanding the above, cease the Parties may disclose Confidential information to their legal representatives, to Affiliates and their legal representatives, and to consultants (to the extent of such disclosure is intended to further the disclosure so consented purposes contemplated under this Agreement) and provided such legal representatives, Affiliates and consultants have agreed in writing to or required, except be bound to protect the extent otherwise provided by the terms confidentiality of such consent or covered by information in a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is manner at least as great restrictive as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;generally set forth herein.

Confidentiality. Unless otherwise agreed For the term of this Agreement, Distributor and VMSC expressly understand and agree that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC and Distributor shall not during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of the receiving party, or any of its principals, any confidential information, knowledge or know-how concerning this Agreement (including pricing) which may be communicated to the receiving party or its principals or of which they may be apprised in writing connection with the terms of this Agreement. Each party shall divulge such confidential information only to each party’s respective employees, accountants, attorneys and lenders as must have access to it in connection with the transactions contemplated by this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by the receiving party, was part of the public domain, nor information that, after the time it was disclosed to or learned by the receiving party, became part of the public domain through disclosure, publication or communication by persons other than the receiving party disclosing or its employees. The receiving party shall not at any time, without the other party’s prior written consent, make available to any third party the terms of this Agreement. Notwithstanding the foregoing, each of Distributor and VMSC hereby agrees that (a) Distributor and VMSC (or whose Representatives disclosedany direct or indirect parent or subsidiary company of either of them, as applicable) may each file this Agreement (and any amendments, supplements, addendums, schedules or exhibits hereto) with the same Securities and Exchange Commission or any other applicable regulatory body as required by the law or the rules and regulations of the commission or such other body or the rules and regulation of the Nasdaq Stock Market or any other national securities exchange on which Distributor or VMSC or any of their parent or subsidiary companies then has securities listed, provided such party shall apply for confidential treatment of the pricing provisions of this Agreement, and (a "disclosing party"b) Distributor and VMSC may disclose any such confidential information to the extent that they or any of their Affiliates become legally compelled to disclose such information (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process), each provided that the disclosing party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of promptly notifies the disclosing other party confidential and not disclose or reveal prior to any such Confidential Information disclosure to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, extent practicable and (ii) use cooperates with the other party (at such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving other party's rights hereunder, and (iii’s sole expense) not use Confidential Information in any manner detrimental attempts it may make to the disclosing party. In the event that obtain a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to appropriate assurance that confidential treatment will be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of afforded such consent or covered by a protective orderinformation. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;[*.*] CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[*.*].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidentiality. Unless The Recipient Institute shall keep the Licensed Datasets confidential and, in particular, undertakes not to use or disclose any Protected Data in such a manner as to compromise or otherwise agreed infringe the rights of any data subject in relation to such Protected Data. The Recipient Institute hereby undertakes to the University that it shall procure that its employees, agents and students, investigator(s) shall: (a) keep confidential all Licensed Datasets and other information of a confidential nature (whether written or oral) concerning this agreement and the business affairs of the ALSPAC and the University that it shall have obtained or received as a result of the discussions leading up to or entering into or performance of this (the "Confidential Information"); (b) not without the prior written consent of the University disclose the Licensed Datasets, or the Confidential Information either in writing whole or in part to any other person save to the Recipient Investigator and Collaborators or its employees, agents and students involved in the implementation or evaluation of the Authorised Research who have a need to know the same for the performance of their duties and who have signed the ALSPAC Data User Responsibilities Declaration Form; (c) that prior to preparing results of the Authorised Research for publication and dissemination beyond the Recipient Investigator and Collaborator, that the Recipient Investigator and Collaborator will consider risks to the confidentiality of the Study Participants and to ensure that the results are transformed and presented in such a way that the risk of the Study Participants identity being disclosed is reduced to the point where the information is effectively anonymous; and (d) to use the Confidential Information solely in connection with the implementation of the Authorised Research and not otherwise for its own benefit or the benefit of any third party. (e) The provisions of this Clause 13 shall not apply to the whole or any part of the Confidential Information to the extent that it can be shown by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect Party to any party being collectively referred to as such party's "Representatives") to, be: (i) keep all Confidential Information known to the receiving Party prior to the date of the disclosing party confidential this agreement and not disclose obtained directly or reveal any indirectly from the other Party; or (ii) obtained from a third party who lawfully possesses such Confidential Information which has not been obtained in breach of a duty of confidence owed to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and Party by any person; or (iii) not use Confidential Information in any manner detrimental to the disclosing party. In public domain in the event that form in which it is possessed by the other Party other than as a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order result of a court of competent jurisdiction or other similar requirements breach of a governmental agency, or duty of confidence owed to such other Party by any person; or (iiiiv) is required to be disclosed by applicable legal process, law or regulation, will, subject in the case of clauses regulatory authority. (iif) and (iii) above The Recipient Institute hereby undertakes to the receiving party's compliance with the preceding sentenceUniversity to make all relevant employees, cease to the extent agents and students aware of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure confidentiality of the Confidential Information that is at least as great as and provisions of this Clause 13 and Schedule 2 and without limiting the care it normally takes foregoing to preserve its own information ensure compliance by such employees, agents and students with the provisions of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Clause 13.

Confidentiality. Unless otherwise agreed to in writing The Parties acknowledge that all non-public, confidential, or proprietary information provided by the party disclosing (or whose Representatives disclosed) the same either Party (a "disclosing party"“Disclosing Party”) to the other Party or its affiliates (a “Recipient”), each party or to any of such Recipient's employees, officers, directors, partners, shareholders, agents, attorneys, accountants, financing sources, investors, consultants, or advisors (a "receiving party"collectively, “Representatives”), in connection with this Agreement and the Services, whether disclosed orally or disclosed or accessed in written, electronic, graphic or machine readable information or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (“Confidential Information”) shallshall be held in strictest confidence, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or requiredused, except to the extent otherwise necessary to perform such Party’s obligations under this Agreement. For the avoidance of doubt, information regarding Drivers is considered Confidential Information. Each Party shall maintain confidentiality of all such Confidential Information and shall not disclose any Confidential Information to any third parties without obtaining the prior written consent of the Disclosing Party. A Party shall be entitled to disclose Confidential Information to a third party to the extent necessary to facilitate the performance of its obligations under this Agreement, provided that such third parties are bound by confidentiality obligations similar to those set forth in this Section. The obligation of confidentiality does not apply to data or information that: a. Is or becomes generally available to the public (other than through the Recipient’s unauthorized disclosure); b. Was in the Recipient’s possession prior to the time the Disclosing Party disclosed the information to the Recipient; c. Is compelled to be disclosed pursuant to any applicable laws or regulations, rules, or orders of court or other government authorities with valid jurisdiction over the relevant matter (provided attempts are made, to the extent practicable, to legally limit such disclosure); d. Is disclosed to the Recipient by a third party who has no duty of confidentiality to the Disclosing Party; or e. Is furnished to others by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care Disclosing Party without confidentiality restrictions similar to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and those in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed to in writing No advice rendered by the Advisors, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without the Advisors’ prior written consent. To the extent consistent with legal requirements, all information given to one party disclosing of this Agreement (or whose Representatives disclosedthe “Recipient Party”) by another party (the same (a "disclosing party"“Providing Party”), each party (a "receiving party") shallincluding, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of any confidentiality agreement, will be held by the Recipient Party in confidence and shall cause its Affiliateswill not, directorswithout the Providing Party’s prior approval, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect be disclosed to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person anyone other than those Representatives of the receiving party Recipient’s agents and advisors who are participating in effecting require such information to perform services for the transactions Providing Party as contemplated hereby or by this Agreement (and who otherwise need agree to know such Confidential Information, (ii) use such Confidential Information information only in connection with consummating such services) or used by such person for any purpose other than those contemplated by this Agreement. Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this Section 10. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the services to be provided hereunder, shall not apply to the tax structure or tax treatment of the transactions contemplated hereby and enforcing subject to the receiving party's rights services to be provided hereunder, and each party hereto (iiiand any employee, representative, or agent of any party hereto) not use Confidential Information in may disclose to any manner detrimental and all persons, without limitation of any kind, the tax structure and tax treatment of the transaction subject to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required services to be produced under order provided hereunder and all materials of a court of competent jurisdiction any kind (including opinions or other similar requirements of a governmental agencytax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above other identifying information not relevant to the receiving party's compliance with the preceding sentence, cease to the extent tax structure or tax treatment) of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it any person and shall not be liable include information for any disclosure that occurs despite the exercise of that degree of care, and which nondisclosure is reasonably necessary in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;order to comply with applicable securities laws.

Confidentiality. Unless otherwise agreed to in writing (a) Each party agrees that it will treat confidentially all information provided by any other party (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Fund (“Confidential Information”). All Confidential Information provided by the Discloser shall be used only by the other party disclosing hereto (or whose Representatives disclosedthe “Recipient”) solely for the same (a "disclosing party"), each party (a "receiving party") shallpurposes of rendering services pursuant to this Agreement, and shall cause its Affiliatesnot be disclosed to any third party, directorswithout the prior consent of the Discloser, officers, except for a limited number of employees, agentsattorneys, counsel, financial advisors and controlling Persons (such Affiliates accountants and other Persons advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. Each party also agrees that it will maintain appropriate information barriers within its own operations, and/or its affiliates, that may have access to Confidential Information to comply with respect to this provision. (b) Confidential Information shall not include any party being collectively referred to as such party's "Representatives") to, information that: (i) keep all Confidential Information is public when provided or thereafter becomes public through no wrongful act of the disclosing party confidential and not disclose or reveal any such Confidential Information Recipient; (ii) is demonstrably known to any Person other than those Representatives the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the receiving party who are participating Recipient in effecting the transactions contemplated hereby ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or who knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party. (c) In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Discloser’s Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise need obtain assurances that confidential treatment will be accorded to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements remedy is not obtained, disclosure shall be made of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure only that portion of the Confidential Information that is at least legally required to be disclosed. All Confidential Information disclosed as great as the care it normally takes required by law shall nonetheless continue to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;deemed Confidential Information.

Confidentiality. Unless otherwise agreed to in writing by the Each party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, shall refrain from using any and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose for any purposes or reveal any such Confidential Information to any Person activities other than those Representatives specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the receiving party who are participating in effecting to this Agreement owning the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving no party is requested pursuant to, shall disclose or required by, applicable law or regulation or by legal process to disclose any facilitate disclosure of Confidential Information of the disclosing party to anyone without the prior written consent of the disclosing party, except to its employees, consultants, parent company, and subsidiaries of its parent company who need to know such information for carrying out the activities contemplated by this Agreement and who have agreed in writing to confidentiality terms that are no less restrictive than the requirements of this Section. Notwithstanding the foregoing, the receiving party shall provide may disclose Confidential Information of the disclosing party with pursuant to a required legal process, subpoena or other court process only (i) after having given the disclosing party prompt notice of the receiving party’s receipt of such request(sprocess and (ii) to enable after the receiving party has given the disclosing party a reasonable opportunity to seek an appropriate protective order. A party's obligations hereunder with respect oppose such process or to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by obtain a protective order. If a Subject to each party’s right to maintain copies of Confidential Information in accordance with such party’s reasonable record-keeping requirements (and provided further that such information shall be used only as required by law or in connection with this Agreement), Confidential Information of the disclosing party in the custody or control of the receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for promptly returned or destroyed upon the earlier of (i) the disclosing party's lost profits resulting directly ’s written request or (ii) termination of this Agreement. Confidential information disclosed pursuant to this Agreement shall be maintained confidential for a period of three (3) years after the disclosure thereof. The existence and solely from such disclosure;terms of this Agreement shall be confidential in perpetuity [*].

Confidentiality. Unless otherwise agreed In connection with the activities contemplated by this Agreement, each Party (a “Receiving Party”) may have access to in confidential or proprietary technical or business information of the other Party (a “Disclosing Party”), including, without limitation, (a) know-how and trade secrets relating to the business, the affairs, products or services of such Party (whether or not reduced to writing or designated as confidential); (b) the Disclosing Party’s internal coding processes, audit processes and consulting reports; (c) computer software; (d) internal personnel, financial, marketing and other business information and manner and method of conducting business; (e) the terms and conditions of this Agreement; and (f) any other material which, by its nature, should reasonably be considered confidential (collectively, “Confidential Information”). The Receiving Party will take reasonable precautions to protect the confidentiality of the Disclosing Party’s Confidential Information, which precautions will be at least equivalent to those taken by the Receiving Party to protect its own Confidential Information. Except as required by law or as necessary to perform under this Agreement, the Receiving Party will not disclose the Confidential Information of the Disclosing Party or use such Confidential Information for the benefit of any third party disclosing (or whose Representatives disclosed) the same (a "disclosing party")for its own benefit, each party (a "receiving party") shall, except as required to fulfill its obligations and shall cause exercise its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons rights under this Agreement. The Receiving Party’s obligations in this section with respect to any party being collectively referred to as portion of the Disclosing Party’s disclosed Confidential Information shall terminate if such party's "Representatives") to, disclosed Confidential Information: (i) keep all Confidential Information was in the public domain at or subsequent to the time it was communicated to the Receiving Party by the Disclosing Party through no fault of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, Receiving Party; (ii) use such Confidential Information only was rightfully in connection with consummating the transactions contemplated hereby and enforcing Receiving Party’s possession free of any obligation of confidence at or subsequent to the receiving party's rights hereunder, and time it was communicated to the Receiving Party by the Disclosing Party; (iii) not use was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (iv) was communicated by the Disclosing Party to an unaffiliated third-party free of any obligation of confidence. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information in any manner detrimental response to the disclosing party. In the event that a receiving party is requested pursuant tovalid order by a court or other governmental body, or otherwise as required byby law, applicable law or regulation or by legal process such disclosure may be made without liability provided that the Disclosing Party shall be promptly notified of such requirement and both Parties will stipulate to disclose any Confidential Information orders, at the sole expense of the disclosing partyDisclosing Party, the receiving party shall provide the disclosing party with prompt notice of such request(s) necessary to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own protect said information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such public disclosure;.

Confidentiality. Unless otherwise agreed 7.1 Each receiving party shall maintain in confidence, not disclose to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each any third party (a "receiving party") shall, and shall cause other than its Affiliates, its or its Affiliate’s directors, officers, agents, employees, agentsconsultants, counselcontractors, financial advisors distributors, attorneys, accountants, financing sources, representatives and controlling Persons actual or potential investors, acquirers or Sublicensees (such Affiliates collectively, “Representatives”)), and other Persons with respect use only to any party being collectively referred to as such party's "Representatives") toperform its obligations or exercise its rights under this Agreement, (i) keep all Confidential Information of received from the disclosing party confidential and not disclose or reveal any such Confidential Information pursuant to any Person other than those Representatives of the this Agreement. Each receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need agrees to know such Confidential Informationensure that its employees, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby Affiliates, Sublicensees and enforcing the receiving party's rights hereunderother Representatives, and (iii) not use Confidential Information in any manner detrimental as applicable, have access to the disclosing party. In the event that ’s Confidential Information only on a receiving party is requested pursuant need-to, or required by, applicable law or regulation -know basis and are obligated in writing or by legal process professional ethical obligations to disclose any abide by obligations reasonably consistent with the receiving party’s obligations under this Article 7. The foregoing obligations shall not apply to (and Confidential Information of the disclosing party, shall not include): 7.1.1 information that is known to the receiving party shall provide or independently developed by the receiving party prior to the time of disclosure, in each case, to the extent evidenced by written records; or 7.1.2 information disclosed to the receiving party by a third party that has a right to make such disclosure without restriction; or 7.1.3 information that is or becomes patented, published or otherwise part of the public domain as a result of acts by the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to or a third party with person obtaining such information as a matter of right, including the disclosing party's written approval, (ii) is required right to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agencypublish, or (iii) otherwise other than through a breach of this Article 7 by the receiving party or any of its Representatives; or 7.1.4 information that is required to be disclosed by applicable law order of governmental authority or regulation, will, subject in the case a court of clauses (ii) and (iii) above to competent jurisdiction; provided that the receiving party's compliance with the preceding sentence, cease party shall use its commercially reasonable efforts to the extent obtain confidential treatment of the disclosure so consented to or required, except to the extent otherwise provided such information by the terms of such consent agency or covered court; or 7.1.5 Know-how that is necessary to be disclosed in order for Licensed Product(s) to be developed and commercialized as intended herein by a protective order. If a the parties, provided the receiving party uses a degree commercially reasonable efforts to disclose such information under obligations of care confidentiality and limited use reasonably consistent to prevent disclosure those contained in this Section 7.1. 7.2 The confidentiality and use obligations set forth in Section 7.1 herein shall apply during the term of the this Agreement and for [**] after termination or expiration of this Agreement. 7.3 Licensor shall not provide any Confidential Information that is at least as great as to Licensee except the care it normally takes Know-how and the information to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, provided in accordance with Articles 9 and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;10.

Confidentiality. Unless otherwise agreed 25.1 The parties acknowledge and agree that, from time to in writing by time, either of the parties may disclose Confidential Information only to the other for the purpose of better carrying out their obligations or to allow the receiving party disclosing (or whose Representatives disclosed) to better carry out its obligations hereunder. The parties shall only use Confidential Information for the same (a "disclosing party"), each party (a "receiving party") shall, purposes of this Agreement and shall cause its Affiliates, otherwise keep confidential and not disclose to any other person any of the Confidential Information except as expressly permitted hereof. 25.2 The parties may disclose Confidential Information to their respective directors, officers, employees, agents, counsel, financial advisors authorized agents and controlling Persons (professional advisers to the extent such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise persons have a need to know such Confidential Informationinformation for the purpose of performing each party’s duties and obligations hereunder, (ii) use provided that party advises each such individual of the terms of this Agreement and ensures that each such individual receives and hold such information as if that individual were a party to this Agreement. A party may, from time to time, designate in writing individuals as authorized representatives of that party to whom Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or may be provided directly by legal process to disclose any Confidential Information of the disclosing party, and any Confidential Information so provided will be deemed to have been provided to the receiving other party shall provide the disclosing party with prompt notice of such request(s) and be subject to enable the disclosing party to seek an appropriate protective orderthis Agreement. A party's obligations hereunder with respect Disclosing Party may, from time to time, require the Receiving Party to provide evidence to its reasonable satisfaction that all persons permitted by this paragraph to have access to the Disclosing Party’s Confidential Information that have executed Agreements, the terms of which are reasonably satisfactory to the Disclosing Party, are consistent with the terms of this Agreement and which may be enforced by the Disclosing Party providing for the assignment of intellectual and other property rights to the Receiving Party or Disclosing Party, as appropriate and non-disclosure of Confidential Information. 25.3 The obligations of a party concerning the other party’s Confidential Information shall not apply to information which: (ia) is disclosed or becomes widely known (defined as being published in industry/medical journals or literature), other than by reason of a breach of this Agreement or, to the knowledge of the Receiving Party, a third party with breach of a similar Agreement; (b) is or has been independently developed by the disclosing Receiving Party without reference to or based upon the other party's written approval, ’s Confidential Information; (iic) the Disclosing Party agrees in writing need not be kept confidential; (d) is required to be produced under order of a by law or court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case Receiving Party provided such party first gives prompt notice of clauses (ii) and (iii) above the requirement to disclose to the receiving party's compliance with Disclosing Party to allow that party to obtain an appropriate order or other protection against the preceding sentencepublication of such information; or (e) is required by any regulatory authority or notified body. 25.4 All Confidential Information provided hereunder shall remain the property of the Disclosing Party. The Receiving Party shall, cease within ten days of a written request to do so, return to the extent of Disclosing Party all Confidential Information that has been provided in tangible form and shall, unless prohibited by law, destroy or otherwise render unintelligible all other Confidential Information. Notwithstanding the disclosure so consented foregoing, each party will be allowed to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure keep one copy of the Confidential Information in order to ensure continued compliance with the terms of this Agreement. 25.5 The parties acknowledge that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall monetary damages would not be liable sufficient remedy for any disclosure a breach of obligation of confidentiality in this Agreement and agree that occurs despite the exercise of that degree of care, and in no event shall a receiving each party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages entitled to seek and obtain appropriate equitable remedies, including injunctive relief, to prevent the unauthorized use or disclosure of any Confidential Information. 25.6 The obligations under this Section shall continue for a period of [***] years following the disclosing party's lost profits resulting directly and solely from such disclosure;last day on which CCC performs any services under this Agreement. [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION

Confidentiality. Unless For the purposes of this Agreement, Confidential Information means all information (regardless of its form) disclosed or otherwise agreed to in writing made available by the party disclosing Applicant or its representatives to CBI or its representatives (before, on or whose Representatives disclosed) after the same (a "disclosing party"date of this Agreement), each for or in connection with this Agreement or the arrangements contemplated by it (and includes without limitation this Agreement and its contents), which: is marked or otherwise designated as being proprietary or confidential to the Applicant; CBI has been notified by the Applicant is confidential to a third party to whom the Applicant owes an obligation of confidence; in the circumstances surrounding disclosure or because of the nature of the information, ought in the reasonable opinion of the deciding party to be treated as confidential; includes, or relates to the business, financial records, staff, technology, projects, investments, intellectual property rights, trade secrets, financial position, customers and suppliers of the Applicant; or is derived or produced partly or wholly from such information, but excludes information which: is in or becomes part of the public domain otherwise than through a breach of this Agreement or a breach of an obligation of confidentiality owed to the Applicant, one of the Applicant’s representatives or a third party; or CBI can prove by contemporaneous written documentation was already known to CBI at the time of disclosure by the Applicant or any of its representatives (unless such knowledge arose from disclosure of information in breach of an obligation owed to or by a "receiving third party") shall, ). CBI must keep the Confidential Information confidential and shall cause its Affiliates, directors, must not without the prior written consent of the Applicant: use or reproduce any of the Applicant’s Confidential Information otherwise than in performing or giving effect to this Agreement or issuing or revoking a Certificate; use the Applicant as a reference; or disclose any Confidential Information except: if required in connection with legal proceedings relating to this Agreement; to officers, employees, agentsconsultants, counselcontractors, financial advisors and controlling Persons (such Affiliates legal and other Persons advisers and auditors of CBI, provided the recipient agrees to act consistently with respect this clause 9; to any party to this Agreement or any affiliate of CBI, provided the recipient agrees to act consistently with this clause 9; or as required by any applicable law or stock exchange regulations. Applicant shall also keep the confidential information of CBI confidential and shall be subject to the same restrictions set out in paragraph 9.2, except that the roles of CBI and the Applicant shall be reversed. On expiry or termination of this Agreement, CBI must promptly return or destroy in a manner that is fully secure and satisfactory to the Applicant any or all copies of Confidential Information, in which case any right of CBI to use, copy and disclose that Confidential Information ceases. CBI has not consented to, and will not be required to consent to, being collectively named or referred to as such party's "Representatives") toan “expert” or any similar designation under any applicable laws or other regulatory guidance, (i) keep all Confidential Information of the disclosing party confidential rules or recommendations including securities laws and not disclose or reveal any such Confidential Information accepts no liability to any Person other than those Representatives party claiming that it has done so. CBI has not performed and will not perform the role or tasks associated with an underwriter or seller of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in securities under any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event the Bonds may be sold and accepts no liability to any party claiming that it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;has done so.

Confidentiality. Unless ‌ 9.1 Each Party shall hold in confidence all Confidential Information obtained from the other Party. Neither Party shall disclose to any third party any Confidential Information in relation to the other Party save as expressly permitted by this Agreement or with the prior express written permission of the other Party.‌ 9.2 The provisions of Clause 9.1 shall not apply to any information which: (a) is or becomes public knowledge other than by breach of this Clause 9; (b) is already in the possession of a Party without restriction in relation to disclosure before the date of its receipt from the other Party; or (c) is received from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure. 9.3 A Party may disclose Confidential Information in relation to the other Party: (a) except as otherwise agreed expressly stated in this Agreement, to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause those of its Affiliates, directors, officers, employees, agentsprofessional advisers, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose parent or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant tosubsidiary companies, or required byagents or sub-contractors as may be reasonably necessary for the purpose of fulfilling its obligations under this Agreement or, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses professional advisors, for use in their professional capacity, provided that before any such disclosure that Party shall make such officers, employees, professional advisers, parent or subsidiary companies, or agents or sub-contractors aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those persons with them; or (iib) and (iii) above where such disclosure is required by any law, court order or competent regulatory authority. 9.4 Without prejudice to the other rights of the disclosing Party, in the event of unauthorised disclosure or use of its Confidential Information occurring directly or indirectly through disclosure made to the receiving party's compliance with Party, the preceding sentence, cease to the extent receiving Party shall (as soon as it becomes aware of the same) notify the disclosing Party of such unauthorised disclosure and use all reasonable endeavours to assist the disclosing Party in recovering and preventing the use of, dissemination, sale or other disposal of such Confidential Information. 9.5 Unless required to do so consented to or requiredby applicable laws, except to neither Party shall make public the extent otherwise provided by details of the terms or the operation or circumstances of such consent or covered by a protective order. If a receiving party uses a degree termination of care to prevent disclosure of this Agreement without the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing partyother Party's lost profits resulting directly and solely from such disclosure;prior written consent.

Confidentiality. Unless otherwise agreed 8.1 Each party shall hold and maintain all Confidential Information of the other party in strict confidence and as a trade secret of the other party. 8.2 Neither party may, without the other party’s prior written consent: (a) use any Confidential Information except in the performance of its obligations and exercise of its rights under this agreement; (b) disclose any Confidential Information of the party (or the fact of the existence of such Confidential Information) to any third party except as necessary to perform its obligations and exercise its rights under this agreement; or (c) reverse engineer or decompile any of the Confidential Information of the other party, provided that a party may, without such consent, disclose Confidential Information of the other party to the extent required by law, provided that the disclosing party notifies the other party first and provides that other party with a reasonable opportunity to take such action as it considers necessary prior to disclosure. 8.3 Each party shall: (a) keep all Confidential Information of the party in tangible or documented form separate from other items or documents of the recipient party; and (b) effect and maintain adequate security measures to safeguard the Confidential Information of the other party from access or use by unauthorised persons and to keep the Confidential Information of the party under the recipient party’s control, such measures being at least to the same standard of care as used by the recipient party for its own confidential information. 8.4 Each party shall ensure that any person to whom it discloses any Confidential Information of the other party (including any and all independent contractors to whom disclosure is made) observes the requirements of confidentiality set out in this agreement (as if those requirements applied to them) and signs and observes a confidentiality acknowledgement in the form comparable to the requirements of confidentiality set out in this agreement. If any person referred to in writing this clause 8.4 to whom Confidential Information is disclosed does any act or omission which act or omission would constitute a breach of this agreement if such act had been done or omission had been made by a party, then the doing of such act or making of such omission by the person referred to in this clause 8.4 constitutes a breach by that party. 8.5 The recipient party acknowledges that any disclosure or use of any Confidential Information in breach of this agreement may cause the disclosing (party irreparable harm and that monetary damages alone may be an inadequate remedy. The receiving party therefore agrees that the disclosing party shall be entitled to equitable relief including injunction and specific performance, in the event of any breach of this agreement, in addition to all other remedies available to the disclosing party at law or whose Representatives disclosed) in equity or under this agreement. 8.6 The receiving party agrees that in addition to all other remedies available to the same (a "disclosing party"), each the receiving party (shall account to the disclosing party for any profit or other benefit that the receiving party may receive as a "result of its use or disclosure of the Confidential Information in breach of this agreement. However, any and all claims for damages of a direct and/or indirect nature, which are based on breaches of this Agreement, shall be limited to the actual monetary damage as evidenced. This limitation of liability shall not apply in cases of intent or/and in cases where liability is mandatory by law. 8.7 The receiving party") shall’s obligations under this agreement shall continue in full force and effect until the Confidential Information enters the public domain other than directly or indirectly through the receiving party’s default, and shall cause or the default of any of its Affiliates, directors, officers, employees, agents, counselcontractors, financial advisors and controlling Persons (such Affiliates and other Persons with respect to advisers or associates under this agreement. 8.8 If requested at any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or time by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide promptly return to the disclosing party with prompt notice of such request(sor destroy and/or delete: (a) all Confidential Information (including all copies (including in electronic form) thereof or notes therefrom); and (b) all other genetic and biological material provided to enable the receiving party by the disclosing party party. 8.9 The obligation to seek an appropriate protective order. A party's obligations hereunder with respect delete and return shall not apply to Confidential Information stored in non-operational regular IT backups or to such Information that (i) is disclosed must be stored due to a third party with legal obligation. However, for the disclosing party's written approval, (ii) is required duration of storage such Confidential Information shall continue to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;confidentiality requirements under this agreement.

Confidentiality. Unless otherwise agreed to Each party (each, a "Receiving Party") understands and agrees that in writing the performance by the other party disclosing (or whose Representatives disclosed) the same (each, a "disclosing partyDisclosing Party") of its duties hereunder, the Disclosing Party will communicate to the Receiving Party certain confidential and proprietary information concerning the business of the Disclosing Party, and certain know-how, technology, techniques, computer code for software products proprietary to the Disclosing Party, whether in source code or object code form and related documentation, and customer lists, all of which are confidential, proprietary information and trade secrets of the Disclosing Party (collectively the "Confidential Information"), each party (a "receiving party") shall, . The Receiving Party agrees to hold and protect all such Confidential Information and shall cause not, unless authorized pursuant to this Agreement of with specific prior written consent of an authorized officer of the Disclosing Party, utilize in any manner, communicate or disclose any part thereof to any third party. The Receiving Party shall require all of its Affiliatesemployees, directorsaffiliates, officers, employeessubcontractors, agents, counselauthorized users, financial advisors and controlling Persons (such Affiliates and other Persons with respect as applicable, to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information maintain the confidentiality of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving partyDisclosing Party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing partyaccordance with this Agreement. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information shall not include information that the Receiving Party can show by documented evidence: (a) is now or subsequently becomes lawfully known through no fault of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that Receiving Party; (ib) is disclosed known by the Receiving Party at the time of disclosure and is not subject to restriction; (c) is lawfully obtained from a third party with who has the disclosing party's written approval, (ii) is required right to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, make such disclosure; or (iiid) is required to be disclosed by applicable law lawful process, provided that the Receiving Party shall provide the Disclosing Party with timely notice in order for the Disclosing Party to seek a protective order or regulationotherwise object. Each party acknowledges that (i) the restrictions contained in this Section 15 are reasonable and necessary to protect the other party's legitimate interests, will, subject in the case of clauses (ii) remedies at law will be inadequate and any violation of these restrictions will cause irreparable damage to the Disclosing Party within a short period of time, and (iii) above the Disclosing Party will be entitled to the receiving party's compliance with the preceding sentence, cease to the extent injunctive relief against each violation. Each party further agrees that all confidentiality commitments hereunder shall survive termination of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable this Agreement for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;reason.

Confidentiality. Unless Without the prior written consent of the other party or as otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")expressly set forth herein, each party (a "receiving party") neither Optionee nor Optionor shall, and each shall cause direct its AffiliatesRepresentatives not to, directorsdirectly or indirectly, officersmake any public comment, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons statement or communication with respect to, or otherwise disclose or permit the disclosure of any of the terms, conditions or other aspects of the transactions contemplated by this Agreement. Each party understands and agrees that certain of the information that will be furnished in connection with the Due Diligence investigation and exercise of the Option contemplated by this Agreement is confidential and proprietary, and each party agrees that it will maintain the confidentiality of the other party's confidential and proprietary information and will not disclose it to any others (except that each party being collectively referred may make disclosures to as such party's "Representatives"attorneys, accountants, and other professionals; in addition, Optionee shall be entitled to disclose all information it is required to disclose - but not more than the information it is required to disclose - as a consequence of being a publicly traded company) to, (i) keep all Confidential Information of the disclosing party or use such other party's confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating proprietary information, except in effecting connection with evaluating the transactions contemplated hereby or who otherwise need to know such Confidential Informationby this Agreement, (ii) use such Confidential Information only or, in the case of Optionee in Optionee's discretion, in connection with consummating obtaining financing for the transactions exercise of the Option contemplated hereby and enforcing by this Agreement, without the receiving written consent of the other party's rights hereunder, and (iii) not use Confidential . Information that is generally known or becomes known in any manner detrimental the industry or that has been rightfully disclosed to the disclosing partyrecipient party by third parties who have the legal right to do so shall not be deemed to be confidential or proprietary information for purposes of this Agreement. In the event that a receiving any party is at any time requested pursuant to, or required by(by oral questions, applicable law interrogatories, request for information or regulation documents, subpoena or by legal process similar process) to disclose any Confidential Information of confidential or proprietary information supplied to it in connection with the disclosing partytransactions contemplated by this Agreement, the receiving such party shall agrees to provide the disclosing other party with prompt notice of such request(s) to enable the disclosing party to seek request so that an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third order may be sought and/or such other party with may waive the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving first party's compliance with the preceding sentenceterms of this paragraph. In the event that the purchase and sale transaction contemplated by this Agreement is not consummated, cease each party agrees to promptly return to the extent of the disclosure so consented other all confidential materials (and all copies thereof) that have been furnished to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;it.

Confidentiality. Unless otherwise agreed to in writing by the 8.1 Each party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, during the full term of this Agreement and shall cause its Affiliatesthereafter, directors, officers, employees, agents, counsel, financial advisors keep secret and controlling Persons (such Affiliates confidential the contents of this Agreement and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the other party and shall not use or disclose the same to any person, save to the extent necessary to perform its obligations pursuant to this Agreement in accordance with its terms or save as expressly authorised in writing to be disclosed by the other party. 8.2 The obligation of confidentiality contained in clause 8.1 shall not apply or (as the case may be) shall cease to apply to details of the contents of this Agreement or to Confidential Information which: (a) at the time of its disclosure by the disclosing parry is already in the public domain or which subsequently enters the public domain other than by breach of the terms of this agreement by the receiving party; (b) is already known to the receiving parry (as evidenced by written records) at the time of its disclosure by the disclosing party confidential and was not disclose or reveal any such Confidential Information to any Person other than those Representatives of otherwise acquired by the receiving party who are participating in effecting from the transactions contemplated hereby or who otherwise need to know such Confidential Information, disclosing party under any obligations of confidence; (iic) use such Confidential Information only in connection with consummating is at any time after the transactions contemplated hereby and enforcing date of this Agreement acquired by the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental party from a third party having the right to disclose the same to the receiving party without breach of obligation owed by that third party to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that ; or (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iiid) is required to be disclosed by applicable law or regulationorder of a court of competent jurisdiction or government department or agency or the rules and requirements of any other regulatory body, will, subject in the case of clauses (ii) and (iii) above provided that prior to such disclosure the receiving party's compliance with party shall advise the preceding sentence, cease to the extent disclosing party of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure proposed form of the disclosure. 8.3 Notwithstanding the foregoing, each parry may disclose Confidential Information of the other party and details of the contents of this Agreement to its professional advisors, and for IDM to Sanofi-Synthelabo S.A. or Sanofi-Synthelabo S.A.’s Affiliates provided that is they are subject to obligations of confidentiality at least as great restrictive as those herein and the care it normally takes parties may disclose: (a) the existence of this Agreement to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special actual or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages potential financial backers for the disclosing party's lost profits resulting directly and solely from such disclosure;purposes of seeking or obtaining finance therefrom; and

Confidentiality. Unless otherwise agreed It is anticipated that Vericel and Supplier will need to in writing exchange confidential information. All such information concerning the subject matter of this Agreement is to be considered confidential by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party whether received orally, visually, or in written form. In the event of any conflict CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH "[***]". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FI L ED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RU LE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. between this Section 4 and any prior confidentiality agreement entered into between the parties, the confidentiality provisions herein shall control. During the Term (as defined in Section 8) all confidential information disclosed hereunder shall be used by the recipient solely for the purpose of this Agreement and shall not be used in any way for its own account or for the account of any third party, or disclosed to third parties, nor to those within the recipient's company who are participating in effecting the transactions contemplated hereby or who otherwise do not have a need to know such Confidential Information, (iiinformation. Said obligations of confidentiality shall not apply to any information which: a) use such Confidential Information only was in connection with consummating the transactions contemplated hereby and enforcing possession of the receiving recipient before disclosure hereunder as evidenced by written records; or b) is or becomes known to the public through no fault of the recipient party's rights hereunder, and (iii; or c) not use Confidential Information in any manner detrimental is information received by the recipient from a third party who is under no obligation to the disclosing partyparty to maintain such information as confidential; or d) is developed by the recipient independent of any disclosure hereunder as evidenced by written records. In All confidential information shall at all times remain the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information property of the disclosing party, and shall be returned to the disclosing party along with all copies thereof, immediately upon request by the disclosing party. No disclosure of confidential information shall be deemed to vest in the receiving party shall provide the disclosing party with prompt notice any rights in any patents, trade secrets, or intellectual property or other property of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject than as set forth in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. Unless otherwise agreed to (a) Each Party, on behalf of itself and its Affiliates, shall keep confidential the Confidential Information of the other Party obtained or used by it in writing by connection with this Agreement or provision of the party disclosing Services and shall not disclose any such information (or whose Representatives disclosed) use the same except in furtherance of its duties and obligations under this Agreement) to unaffiliated third parties, except: (i) with the prior written consent of the other Party; (ii) to legal counsel, accountants and other professional advisors; (iii) to third parties who agree to keep such information confidential by contract or by professional or ethical duty and who need to know such information to perform the Services; (v) requested or required by Law or any Governmental Authority process so long as, to the extent legally permissible and reasonably practicable, the disclosing Party provides the other Party with reasonable prior written notice of such disclosure and a "disclosing party"reasonable opportunity to contest such disclosure; or (vi) to comply with reporting, disclosure, filing or other requirements imposed on the applicable Party. (b) In addition to the foregoing, the Asset Manager Parties shall comply (and ensure that any subcontractor complies) with any applicable law or binding regulation on data protection or data privacy (“Applicable Privacy Laws”) in relation to any processing of personal data of the Company or any of its Subsidiaries in connection with this Agreement (“Relevant Data”), each party (a "receiving party") . The Asset Manager Parties shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such their Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") Third Party Service Providers utilized in the performance of the Services to, : (i) keep all Confidential Information of only process the disclosing party confidential Relevant Data as reasonably necessary to perform its obligations and not disclose or reveal any such Confidential Information to any Person other than those Representatives of exercise its rights under the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, Agreement; (ii) use give the Company such Confidential Information only information in relation to that processing as it reasonably requests from time to time to enable the Company and its Subsidiaries to comply with its obligations under Applicable Privacy Laws; (iii) notify the Company in writing if it becomes aware of, or suspects the occurrence of, any personal data breach in relation to those Applicable Privacy Laws in respect of the Relevant Data; (iv) give the Company such information, assistance and co-operation as it reasonably requests to enable it and its Subsidiaries to mitigate any adverse consequences of any personal data breach of which it receives notification under Section 5.1(b)(iii); (v) notify the Company in writing if it receives any communication from a data subject or competent data protection authority seeking to exercise rights under, or alleging or proposing to investigate an allegation of breach of, Applicable Privacy Laws in relation to the Relevant Data; and (vi) ensure that each Third Party Service Provider which has access to Relevant Data in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party Services is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered bound by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care written agreement imposing on it normally takes to preserve its own information of a similar naturedata security, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, privacy and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in related provisions which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;are compliant with Applicable Privacy Laws.

Confidentiality. Unless otherwise agreed Each party may have access to certain non-public information of the other party, in writing by any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is confidential, or competitively sensitive (the “Confidential Information”). Each party disclosing (or whose Representatives disclosed) shall take measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the same (other party’s Confidential Information from disclosure to a "disclosing third party"), each party (a ". The receiving party") shall’s obligations under this Section 9, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither party shall provide use or disclose the Confidential Information of the other party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or adminis trative body, provided that it notifies the disclosing party with prompt notice of such request(s) required disclosure to enable the disclosing party to seek an appropriate a protective orderorder or otherwise prevent or restrict such disclosure. A party's obligations hereunder with respect All right, title and interest in and to Confidential Information that (i) is disclosed to a third party with are and shall remain the sole and exclusive property of the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Party.

Confidentiality. Unless otherwise agreed (a) Each of the parties acknowledges that it will be given access to in writing by confidential and proprietary information regarding the other parties (the “Confidential Information”). For the purposes of this Agreement, Confidential Information includes, but is not limited to, patents, trademarks, product development data, customer lists, marketing information, product samples, prototypes, drawings, photographs, competitive strategies, trade secrets, know how and other Intellectual Property. The receiving party disclosing (or whose Representatives disclosed) acknowledges that the same (a "Confidential Information remains the property of disclosing party"). The receiving party shall not, each party (a "receiving party") shalleither during the term of this Agreement or thereafter, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to disclose any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person and will not use the Confidential Information for any purpose other than those Representatives in the performance of its obligations hereunder. The confidentiality and non-use obligations of this Agreement shall not apply to (i) information that, at the time of disclosure to the receiving party, is in the public domain; (ii) information that, after disclosure to the receiving party, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by the receiving party; (iii) information that the receiving party can establish by written evidence was lawfully in the receiving party’s possession at the time of disclosure to the receiving party by the disclosing party without any obligation on the part of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know treat such Confidential Information, information as confidential; (iiiv) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing information disclosed to the receiving party's rights hereunder, and party by a third party after the time of disclosure hereunder which the third party has the right to disclose without restriction; (iiiv) not information that is independently developed by the receiving party without use Confidential Information in any manner detrimental or reference to the disclosing party. In ’s Confidential Information; and (vi) information that the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process compelled to disclose any Confidential Information pursuant to a subpoena or other legal process, provided that the receiving party shall promptly notify the disclosing party in writing of such compelled disclosure and will cooperate with the disclosing party’s efforts to protect the confidentiality of such information, at the disclosing party’s expense. The receiving party shall have the burden of proving that any of the foregoing exceptions are applicable. Upon termination of this Agreement, the receiving party shall provide return to the disclosing party with prompt notice all tangible copies of such request(sConfidential Information and destroy all notes, memoranda, workpapers, extracts and the like containing Confidential Information. June 17, 2009 (b) to enable The receiving party understands that the Confidential Information constitute unique and valuable trade secrets of the disclosing party and acknowledges that the breach of the provisions of Section 5.1(a) of this Agreement may result in irreparable harm to seek an appropriate protective orderdisclosing party for which monetary damages may be inadequate. A party's obligations hereunder with respect to Confidential Information Accordingly, the receiving party agrees that (i) is disclosed to a third in the event of any breach or threatened breach by the receiving party with or any of its employees or agents of Section 5.1(a), the disclosing party's written approval, (ii) is required party may seek to be produced under order of a obtain temporary or permanent injunctive relief or other equitable relief from any court of competent jurisdiction or jurisdiction, in addition to any other similar remedies available to it, without the requirements of a governmental agencyproving actual damages or posting bond, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease party will not claim as a defense to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information petition for injunctive relief that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;party has an adequate remedy at law.

Confidentiality. Unless otherwise agreed 6.1. In performing Services, Vendor will have access to information that is confidential and proprietary to CCSI and CCSI may have access to information that is confidential and proprietary to Vendor ("Information"). Information, which may be oral or in written/electronic form, may include, without limitation: (a) names, addresses, telephone numbers, and demographic, behavioral, and credit information relating to Citibank or affiliated cardmembers or potential cardmembers; (b) marketing strategies, targeting methods, pricing, product lines, and other CCSI business objectives; and (c) marketing strategies, business methods and other proprietary information pertaining to Vendor. Vendor shall use Information only for the purpose of providing Services and not for any other purpose. Neither CCSI nor Vendor shall accumulate in any way or make use of Information of the other party for any purpose other than as necessary to facilitate their business relationship in accordance with the terms of this Agreement. Vendor shall ensure that only its employees, authorized agents, or subcontractors who need to know Information to perform Services will receive Information and that such persons agree in writing to be bound by the provisions of this Article 3. Without the other party's prior written consent, neither party disclosing (or whose Representatives disclosed) may disclose Information of the other party to any unauthorized party. Each party shall treat Information of the other party with at least the same (a "disclosing party"), each party (a "receiving party") shall, degree of care that it treats its own confidential information and shall cause prevent disclosure of such Information to unauthorized parties. Each party shall notify the other party immediately of any loss or unauthorized disclosure or use of Information of the other party that comes to its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons attention. 6.2. The obligations with respect to any Information shall not apply to Information that: (a) either party being collectively referred already knew; (b) either party received from a third party which had the right to as make such party's "Representatives"disclosure: (c) to, either party specifically authorizes the other party to disclose; (id) keep all Confidential Information either party developed independently; (e) is in or becomes part of the disclosing party confidential and not disclose public domain through no fault of either party; or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (iif) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable ordered to disclose by law or regulation or by legal process a court or agency with appropriate jurisdiction; provided that the party so -------- ---- ordered to disclose provides satisfactory evidence of any Confidential Information of such basis for exclusion from the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;governing Information.

Confidentiality. Unless otherwise agreed 16.1 It is expected that the parties will disclose to in writing each other certain information which may be considered by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party to be confidential information. Each party recognizes the other's claim to the value and not disclose or reveal any such Confidential Information to any Person other than those Representatives importance of the receiving party who are participating protection of the other's confidential information. All confidential information owned solely by one party, identified in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderwriting as being confidential, and (iii) not use Confidential Information in any manner detrimental disclosed to the disclosing party. In other party shall remain solely the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information property of the disclosing party, and its confidentiality shall be maintained and protected by the other party with the same degree of care used to protect its own confidential information, but in any event, not less than a reasonable degree of care. Except to the extent required or permitted by this Agreement, both parties agree not to duplicate in any manner the other's confidential information or to disclose it to any third party or to any of their employees not having a need to know for the purposes of this Agreement. Each party shall ensure that those of its employees to whom such confidential information is disclosed have first been bound by obligations of confidentiality to said party. The parties further agree not to use each other's confidential information for any purpose other than the implementation of this Agreement. Notwithstanding any other terms contained herein, the parties agree financial information, furnished in any manner by either party, are and shall be treated as Licensor confidential information. 16.2 Confidential information may include, but is not limited to, trade secrets, processes, formulae, specifications, programs, software, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, and proposals. Notwithstanding the foregoing, confidential information shall not include information which: (a) is or becomes a part of the public domain 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 subject to limitations on disclosure; (c) is lawfully disclosed hereafter to the receiving party shall provide by a third party who, to the receiving party's best knowledge, did not acquire the information directly or indirectly from the disclosing party with prompt notice and was otherwise not restricted as to disclosure; (d) was independently developed by the receiving party, without use of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is information disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, this Agreement or (iiie) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;.

Confidentiality. Unless otherwise agreed (a) In connection with their obligations under and pursuant to this Agreement, each of the parties may disclose to the other certain confidential and proprietary information and material (collectively, the "Information"). (b) Each recipient agrees that the Information provided to it, whether in writing written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the party disclosing (discloser, shall be received and maintained in confidence by recipient; and recipient shall not use, disclose, reproduce or whose Representatives disclosed) dispose of such Information in any manner except as provided herein. Each recipient agrees to use the same (Information solely for the purposes of fulfilling its obligations hereunder and agrees to restrict disclosure of the Information solely to its employees and agents who have a "disclosing party")need to know such Information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Further, each party recipient shall not disclose the Information to third parties, including independent contractors or consultants, without the prior express written consent of the discloser and to advise such third parties of their obligations of confidentiality and non-disclosure hereunder. Each recipient agrees to use reasonable means, not less than those used to protect its own similar proprietary information, to safeguard the Information. (a "receiving party"c) shall, and The obligation of confidentiality set forth in this Section 3.1(c) shall cause not apply with respect to any particular portion of the Information if (i) it is in the public domain at the time of the discloser's communication thereof to recipient; (ii) it entered the public domain through no fault of recipient or its Affiliates, directors, officers, employees, agents, counsel, financial agents or advisors and controlling Persons (such Affiliates and other Persons with respect subsequent to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information the time of the disclosing party confidential and not disclose or reveal any such Confidential Information discloser's communication thereof to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and recipient; (iii) not use Confidential Information it was in recipient's possession, free of any manner detrimental obligation of confidentiality, at the time of the discloser's communication thereof to recipient; (iv) it was communicated to recipient free of any obligation of confidence by a third party, which third party was free to make such disclosure without breach of any legal obligation, subsequent to the disclosing party. In time of the event that a receiving party discloser's communication thereof to recipient; or (v) disclosure is requested pursuant tolegally compelled by deposition, subpoena, or required byother court or governmental action, applicable law or regulation or as evidenced by written opinion of legal process to disclose any Confidential Information of the disclosing partycounsel; provided, the receiving party however, that recipient shall provide the disclosing party discloser with prompt written notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party disclosure requirement, and recipient shall cooperate with the disclosing party's written approval, (ii) is required discloser if the discloser seeks to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by obtain a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless order concerning such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise 7.1 Subject to §7.2 all information received or obtained by the Vendor or the Purchasers hereunder or pursuant hereto shall be kept confidential and no part thereof may be disclosed or published without the prior written consent of the other except such information as may be required to be disclosed or published by law or regulation; provided that either party may disclose information to any person or persons with whom it proposes to contract pursuant to Part 4 and have agreed to hold the same in writing confidence, it being agreed that prior to such disclosure, the non-disclosing party shall receive notice thereof and a copy of the confidentiality agreement executed by the party disclosing (person or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of whom the disclosing party confidential and proposes to contract pursuant to Part 4. 7.2 Confidential information shall not disclose include the following: (a) information that, at the time of disclosure, is in the public domain; (b) information that, after disclosure, is published or reveal any such Confidential Information to any Person other than those Representatives otherwise becomes part of the receiving public domain through no fault of the recipient; (c) information that the recipient can show already was in the possession of the recipient at the time of disclosure; or (b) information that the recipient can show was received by it after the time of disclosure, from a third party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental was under no obligation of confidence to the disclosing party. In party at the event that a receiving party is requested pursuant to, or time of disclosure. 7.3 Except as required by, applicable by law or regulation regulatory authority, neither party shall make any public announcements or by legal process to disclose any Confidential Information statements concerning this Agreement or the Property without the prior approval of the disclosing partyother, not to be unreasonably withheld. 7.4 The text of any public announcements or statements including news releases which a party intends to make pursuant to the receiving exception in §7.3 shall be made available to the other party shall provide not less than twenty-four (24) hours prior to publication and the disclosing party with prompt notice of shall limit or amend such request(s) disclosure as may be requested by the non-disclosing parties to enable the extent such limitation or amendment allows the disclosing party to seek an appropriate protective ordermeet its legal obligations. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to Neither party may issue a third party with the disclosing party's written approval, (ii) is required to be produced under order of release containing a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided factual error identified by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing other party's lost profits resulting directly and solely from such disclosure;.

Confidentiality. Unless 7.1 Each of the Parties (on its own behalf and on behalf of any person present at the Mediation at its request) and the Mediator undertake to one another that, save as may be otherwise agreed to in writing by the party disclosing Parties or their respective representative, they will maintain confidentiality in respect of all statements and matters arising in connection with the Mediation including its preliminary steps and in particular 7.1.1 To keep that information confidential (save only as may be required to xxxxxx.xx the court as to whether or not the matter has been resolved and to professional advisers, insurers, Her Majesty’s Customs and Excise or as required by law). 7.1.2 Not to disclose that information except to a Party or a representative of that Party participating in the Mediation (or whose Representatives disclosedany Observer Mediator) or if compelled by law to do so. 7.1.3 Not to use that information for a purpose other than the same Mediation. 7.1.4 That the obligation of confidentiality herein contained shall bind the Parties, all those attending on their behalf and the Mediator whether or not such confidential information is or later comes to be in the public domain. 7.1.5 That no permanent transcript shall be made during the Mediation and no notes taken by the Parties during the Mediation or any other evidence concerning the conduct of the Mediator will be adduced in evidence in any subsequent proceedings between the Parties in connection with the Dispute. 7.1.6 Not to make any surreptitious recording or transmission of the Mediation. 7.2 The confidentiality provisions in this Agreement are subject to the following exceptions: 7.2.1 Confidentiality does not apply insofar as any Party needs to disclose any such statements and matters in order to comply with any statutory obligation or to obtain professional advice. 7.2.2 Without prejudice to the generality of the above, the Mediator has an absolute obligation under the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) any knowledge or suspicion relating to the involvement of the proceeds of crime (including tax evasion) and is precluded by law from informing the Parties of his intention to do so. 7.3 The Parties recognise that the Mediation is for the purpose of attempting to achieve a "disclosing party"), each party (a "receiving party") shall, negotiated settlement and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") toall information provided during the Mediation is without prejudice and will be and will remain subject to such negotiation privilege so long as that privilege applies and will be inadmissible in any litigation, (i) keep all Confidential Information arbitration or other proceedings in respect of the disclosing party subject matter of the Dispute. 7.4 Evidence which is otherwise admissible shall not be rendered inadmissible as a result of its use in the Mediation. 7.5 The Parties will not subpoena or otherwise require the Mediator (or any Observer Mediator) to testify or to produce any records, notes or any other. information or material whatsoever in any future or continuing litigation, arbitration or other proceedings concerning the subject matter of the Dispute. 7.6 Every person involved in the Mediation will keep confidential and not disclose use for any collateral or reveal any such Confidential Information ulterior purpose the fact that the Mediation is to any Person take place or has taken place, other than those Representatives to inform a court dealing with any litigation relating to the dispute of that fact. 7.7 Where the Mediation has taken place as a result of a Court order, the Parties agree that the Court can be notified of the receiving party who are participating in effecting fact that the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating case has resolved through Mediation. The notification will come from the transactions contemplated hereby Parties and enforcing take the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to form of a letter agreed between the disclosing party. In Parties at the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information conclusion of the disclosing partyMediation. The notification will not disclose the terms of any Settlement, unless otherwise agreed by the receiving party shall provide Parties. 7.8 All documents, statements, information and other material produced prior to or during the disclosing party with prompt notice course of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approvalMediation, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease save to the extent those documents disclosed already and in the domain of the disclosure so consented to litigation, whether in writing or requiredorally, except to the extent otherwise provided shall be held in confidence by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure Parties and shall be used solely for the purposes of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Mediation.

Confidentiality. Unless otherwise agreed to in writing by 9.1 In the performance of the Project, it may be necessary for one party disclosing (or whose Representatives disclosed) the same (a "“disclosing party"), each ”) to disclose to the other party (a "the “receiving party"”) shall, information that is proprietary and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect confidential to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any (“Confidential Information”). All such Confidential Information to any Person other than those Representatives must be disclosed in writing and designated as confidential or, if disclosed orally, must be identified as confidential at the time of disclosure and confirmed in writing and designated as confidential within thirty (30) days of such disclosure. Except as otherwise provided herein, for a period of five (5) years following the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know date of such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing partydisclosure, the receiving party shall provide agrees to use Confidential Information received from the disclosing party with prompt notice only for purposes of this Agreement and further agrees that it will not disclose or publish such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information except that the restrictions of this Section shall not apply to: (ia) information that is disclosed to or becomes publicly known through no fault of the receiving party; (b) information learned from a third party with entitled to disclose it; (c) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving party's prior written records; (d) information for which receiving party obtains the disclosing party's prior written approval, permission to publish; (iie) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is information required to be disclosed by applicable law court order or regulation, will, subject in the case operation of clauses law; or (iif) and (iii) above to information that is independently developed by the receiving party's compliance with ’s without the preceding sentence, cease use of Confidential Information received from the disclosing party. 9.2 The receiving party shall protect the disclosed Confidential Information from unauthorized use or disclosure using the same degree of care that receiving party to the extent protect its own confidential information of the like nature, but use at least reasonable care to prevent any other disclosure so consented of such Confidential Information.. 9.3 The receiving party shall not analyze or cause to or required, except to the extent otherwise be analyzed samples provided by the terms disclosing party to determine the chemical composition of such consent or covered by a protective order. If a receiving party uses a degree of care samples except as may be needed to prevent disclosure carry out the purpose of the Project. Any results from the analysis of the samples will be considered Sponsor’s Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise agreed Subject to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")Clauses 4.3. and 4.5., each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect Party will use all reasonable endeavours not to disclose to any third party being collectively referred to or use for any purpose except as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or expressly permitted by legal process to disclose this Collaboration Agreement any Confidential Information of the disclosing party, the receiving party another Party. No Party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective orderincur any obligation under Clause 4.1. A party's obligations hereunder with respect to information which: is known to the Party receiving such Confidential Information that (iin this Clause 4., referred to as the “Receiving Party”) before the start of the Project Period, and not impressed already with any obligation of confidentiality to the Party disclosing such Confidential Information (referred to in this Clause 4. as the “Disclosing Party”); or is disclosed to or becomes publicly known without the fault of the Receiving Party; or is obtained by the Receiving Party from a third party with in circumstances where the disclosing party's written approval, (ii) Receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the Disclosing Party; or is independently developed by the Receiving Party; or is approved for release in writing by an authorised representative of the Disclosing Party; or the Receiving Party is specifically required to be produced under disclose in order to fulfil an order of a court any Court of competent jurisdiction or other similar requirements provided that, in the case of a governmental agencydisclosure under the Freedom of Information Xxx 0000, or (iii) none of the exemptions in that Act applies to the Confidential Information. is required to be disclosed by applicable law or regulationregulation (including any requests under the Freedom of Information Xxx 0000 or the Freedom of Information (Scotland) Xxx 0000 or Environmental Information Regulations (2004) and the INSPIRE Regulations 2009 and INSPIRE Regulations (Scotland) 2009 by order of a competent authority (including any regulatory or governmental body or securities exchange), will, subject provided that the other Disclosing Party is given as much advance notice of the intended disclosure by the Receiving Party as is reasonably practicable in the circumstances and the Receiving Party consults with the Disclosing Party and gives due consideration to the Disclosing Party’s comments. In the case of clauses (ii) and (iii) above any Freedom of Information Act request made of a Receiving Party, the Disclosing Party undertakes to respond to the Receiving Party within 5 (five) working days after receiving party's compliance with notice from the preceding sentenceReceiving Party if the notice requests assistance in determining whether or not an exemption in that Act applies. Pursuant to periodical assessment by HEFCE, cease HEFCE Funded Parties are obliged to demonstrate the Impact on society of their research and to this effect the Parties agree to provide to each other reports on any development, commercial or otherwise, of Arising Intellectual Property (to include effects, changes or benefits to the extent economy, society, public policy or services, health and the environment) and/or to provide a Party with reasonable assistance in writing case studies for HEFCE when reasonably requested to do so. Each HEFCE Funded Party may submit case studies relating to the Project to HEFCE. These submissions must be made on a confidential basis if the case study contains a Confidential Information of a Party which is not submitted the case study. The Project will form part of the disclosure so consented actual carrying out of a primary charitable purpose of some or all of the Parties; that is, the advancement of education through teaching and research. Accordingly, certain Parties are obliged to ensure that there must be elements of public benefit arising from the Project, and these obligations are secured through the remaining Clauses in this Clause 4.. This Collaboration Agreement shall not prevent or requiredhinder registered students of any Party from submitting for degrees of that Party theses based on results obtained during the course of work undertaken as part of the Project; or from following that Party’s procedures for examinations and for admission to postgraduate degree status. In accordance with normal academic practice, except all employees, students, agents or appointees of the Parties (including those who work on the Project) shall be permitted: following the procedures laid down in Clause Error: Reference source not found, to publish results, jointly where applicable, obtained during the course of work undertaken as part of the Project; and in pursuance of the Parties’ academic functions, to discuss work undertaken as part of the Project in internal seminars and to give instruction within their organisation on questions related to such work. Each Party will use all reasonable endeavours to submit material intended for publication to the extent otherwise provided other Parties in writing not less than 30 (thirty) days in advance of the submission for publication. The publishing Party may be required to delay submission for publication if in any other Party’s opinion such delay is necessary in order for that other Party to seek patent or similar protection for material in respect of which it is entitled to seek protection, or to modify the publication in order to protect Confidential Information. A delay imposed on submission for publication as a result of a requirement made by the terms other Party shall not last longer than is absolutely necessary to seek the required protection; and therefore shall not exceed 3 (three) months from the date of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure receipt of the Confidential Information material by such Party, although the publishing Party will not unreasonably refuse a request from the other Party for additional delay in the event that is at least as great as property rights would otherwise be lost. Notification of the care it normally takes to preserve its own information requirement for delay in submission for publication must be received by the publishing Party within 30 (thirty) days after the receipt of a similar naturethe material by the other Party, it shall not be liable for any disclosure that occurs despite failing which the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it publishing Party shall be liable in damages free to assume that the other Party has no objection to the proposed publication. The provisions of Clauses 4.1. and 4.2. shall survive for a period of 3 (three) years from the disclosing party's lost profits resulting directly and solely date of termination of this Collaboration Agreement. The provisions of Clause 4.8. shall survive for a period of 1 (one) year from such disclosure;the date of termination of this Collaboration Agreement.

Confidentiality. Unless otherwise agreed For the purposes of the provisions of this Clause, the term •oisclosing Party" refers to the party (lnspiralia or Client) that discloses information to the other party and the term "'Receiving Party" means the party (lnspiralia or Client) that receives information from the Oisclosing Party. To protect the interests of the Parties, the Receiving Party shall m.tke every reasonable effort to maintain the confidentiality of all information supplied by the Oisdosing Party which is expressly designated in writing as being confidential at the time when the abovementioned information has been disclosed. Receiving Party shall only grant access to confidential information to its officers, employees .tnd consultants on a "'need to know basis• and it shall be used only for the purposes of this Agreement. Under no circumstances whatsoever shall Receiving Party disdose confidential information to third parties without prior written authorization by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and Oisclosing Party. The confidentiality obligation shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not apply to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of any information that is already known by Receiving Party before its disdosure by the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, Oisclosing Party; (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and information that has been received by a thlrd party without breaching any confidentiality obligation; (iii) not use Confidential Information information that is already in any manner detrimental to the disclosing party. In public domain on the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or date of disclosure by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, Oisclosing Party or (iiiiv) is required to information xx.xx must by law be disclosed by applicable law or regulation, will, subject disclosed. The abovementioned obligations shall remain in force for a period of five (S) years after the case date of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as confidential information. Without prejudice to the care it normally takes abovementioned, e•cept for the Business Pian deliverable, the documents and consuhancy given by INSPIRALIA are confidential and solely meant for the Object of this Agreement. No part of these documents shall be reproduced or disclosed to preserve its own information of a similar nature, it third parties without INSPIRALIA's prior written consent. INSPIRAUA shall not be liable to the Client if the Oient is sued by a third party to whom the Client has sent a report or given advice. Client is the sole owner of all íts industrial and/or intellectual property rights, including know-how and/or industrial secrets, patents and copyrights created by dient. Since it is not an lntellectual or lndustrial Property Agent, INSPIRAUA cannot guarantee the non• infringement of third·parties rights and thus it wi11 not accept responsibility for any disclosure that occurs despite the exercise of that degree of care, loss or claim caused by Client to third parties rights. Client authorizes INSPIRAUA to use its logo for xxxxxxxxx.xx purposes as a success case and in no event shall for INSPIRAUA's website with a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;link to Clienťs website

Confidentiality. Unless otherwise agreed to in writing The Parties acknowledge that all non-public, confidential, or proprietary information provided by the party disclosing (or whose Representatives disclosed) the same either Party (a "disclosing party"“Disclosing Party”) to the other Party or its affiliates (a “Recipient”), each party or to any of such Recipient’s employees, officers, directors, partners, shareholders, agents, attorneys, accountants, financing sources, investors, consultants, or advisors (a "receiving party"collectively, “Representatives”), in connection with this Agreement and the Services, whether disclosed orally or disclosed or accessed in written, electronic, graphic or machine readable information or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (“Confidential Information”) shallshall be held in strictest confidence, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or requiredused, except to the extent otherwise necessary to perform such Party’s obligations under this Agreement. For the avoidance of doubt, information regarding Drivers is considered Confidential Information. Each Party shall maintain confidentiality of all such Confidential Information and shall not disclose any Confidential Information to any third parties without obtaining the prior written consent of the Disclosing Party. A Party shall be entitled to disclose Confidential Information to a third party to the extent necessary to facilitate the performance of its obligations under this Agreement, provided that such third parties are bound by confidentiality obligations similar to those set forth in this Section. The obligation of confidentiality does not apply to data or information that: a. Is or becomes generally available to the public (other than through the Recipient’s unauthorized disclosure); b. Was in the Recipient’s possession prior to the time the Disclosing Party disclosed the information to the Recipient; c. Is compelled to be disclosed pursuant to any applicable laws or regulations, rules, or orders of court or other government authorities with valid jurisdiction over the relevant matter (provided attempts are made, to the extent practicable, to legally limit such disclosure); d. Is disclosed to the Recipient by a third party who has no duty of confidentiality to the Disclosing Party; or e. Is furnished to others by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care Disclosing Party without confidentiality restrictions similar to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and those in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Agreement.

Confidentiality. 1. Unless otherwise agreed provided by law, or ordered by a court, the competent authorities or GreTai Securities Market, no party hereto may disclose to in writing any third party any part of the contents of and information regarding the Agreement and the Tender Offer and any non-public information obtained from the other party (including non-public information obtained by the Offeror from the Target Company and the Subsidiaries for the purpose of due diligence or for the Tender Offer) (the “Confidential Information”) without prior written consent of the other party. Each party disclosing (or whose Representatives disclosed) may disclose the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party after obtaining prior written consent of the other party. Each party may disclose the Confidential Information to their directors, supervisors, managers, employees, professional advisers, accountants or lawyers, provided this is done on a need-to-know basis and the aforesaid persons shall be obliged to comply with the confidentiality clause hereof. To the extent permitted by laws and regulations, prior to the disclosure of Confidential Information by any party to the court, the competent authorities or GreTai Securities Market, the disclosing party's written approvalparty shall inform the other party and obtain its content to the disclosure content. Chingis’ Shareholders may disclose the Confidential Information to their directors, (ii) supervisors, managers, employees, professional advisers, accountants or lawyers; provided that this is required done on a need-to-know basis and the aforesaid persons shall be obliged to comply with the confidentiality clause hereof. 2. Chingis’ Shareholders agree that the announcement of the Tender Offer may refer to Chingis’ Shareholders and the Agreement and shall be produced under order made in accordance with the contents specified in the Term Sheet. Chingis’ Shareholders understand and agree that when proceeding with the Tender Offer, the tender offer prospectus will include the contents of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is the Agreement which are required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above pursuant to the receiving party's compliance with then applicable laws and regulations or the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;competent authorities.

Confidentiality. Unless otherwise agreed (a) Each Party agrees that all information furnished to in writing and identified by the party disclosing other Party as being confidential or proprietary information or trade secrets (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "RepresentativesPROPRIETARY INFORMATION") to), (i) keep all Confidential Information is and continuously remains, the sole and exclusive property of the disclosing party Party furnishing the same (the Party furnishing the Proprietary Information hereinafter referred to as the "DISCLOSING PARTY" and the other Party hereinafter referred to as the "RECEIVING PARTY"). Each Party shall treat the Proprietary Information and the contents of this Agreement in a confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or requiredand, except to the extent otherwise provided necessary in connection with the performance of its obligations under this Agreement, neither Party may directly or indirectly disclose the same to any third party without the written consent of the Disclosing Party. (i) The Proprietary Information is to be used by the Receiving Party only for the purposes contemplated in this Agreement and the Receiving Party may not disclose the same to anyone other than its employees on a need to know basis and who agree to be bound by the terms of such consent this Section. The Proprietary Information may not be retained by the Receiving Party and all originals and any copies or covered summaries shall be returned to the Disclosing Party upon request. (b) The confidentiality of obligations of the Section do not apply to any portion of the Proprietary Information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) is in the lawful possession of Receiving Party prior to disclosure to it by the Disclosing Party (as confirmed by the Receiving Party's records); (iii) is disclosed to the Receiving Party without restriction on disclosure by a protective orderperson who has the lawful right to disclose the information; or (iv) is disclosed pursuant to the lawful requirements or formal request of a governmental agency. If the Receiving Party is requested or legally compelled by a receiving party uses a degree of care governmental agency to prevent disclosure disclose any of the Confidential Proprietary Information of the Disclosing Party, the Receiving Party agrees on behalf of itself and its representatives that it will provide the Disclosing Party with prompt written notice of such requests so that the Disclosing Party has the opportunity to pursue its legal and equitable remedies regarding potential disclosure. (c) Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary restraining orders or preliminary or permanent injunctions, is an available remedy in addition to any legal remedies to which the Disclosing Party may be entitled. (d) Neither Party may use the name, logo, trade name, service marks, trade marks, or printed materials of the other Party, in any promotional or advertising material, statement, document, press release or broadcast without the prior written consent of the other Party, which consent may be granted or withheld at least as great as the care it normally takes to preserve its own information other Party's sole discretion. (e) The Parties acknowledge the existence of a similar naturehighly competitive telecommunications marketplace and understand and agree that either Party may offer to provide services to customers of the other Party (including End-Users) in accordance with such rates and terms as a Party and a customer may agree upon, it shall provided however, a Party may not be liable use Proprietary Information of the other Party in soliciting customers for services. Provided further, neither Party may, in any disclosure marketing activities to existing customers of the other Party, use the fact that occurs despite Frontier is the exercise Purchaser's underlying carrier as an inducement for such customers to switch their services. (f) Notwithstanding the restrictions set forth in this Section, Frontier may use End-User Information in furtherance of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;rights under Section 5.

Confidentiality. Unless otherwise agreed 6.1 During the term of this Agreement, all customer information and other relevant information (hereinafter referred to in writing as “Customer Information”) related to Party B’s business and Party A’s services are owned by Party A. 6.2 Regardless of whether the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")Agreement is terminated, each party (a "receiving Party agrees that the information obtained under this Agreement in relation to trade secrets, proprietary information, customer information and other relevant information of the other party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and any other Persons with respect to any party being party’s non-public information ( hereinafter collectively referred to as such party's "Representatives"“Confidential Information”) to, (i) keep all shall be kept strictly confidential. The party receiving the Confidential Information (hereinafter referred to as the “Recipient”) shall not disclose Confidential Information or any parts of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives third party except as required by the other party’s prior written consent or in accordance with the relevant laws and regulations or the requirements of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is relevant stock exchange rules must be disclosed to a third party with party. The Recipient shall not use or indirectly use Confidential Information or any part thereof except for the disclosing party's purpose of undertaking the obligations of this Agreement. 6.3 The following information is not confidential: (a) there is written approval, evidence that the recipient has previously known any information: (iib) information that is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above not known to the receiving party's compliance with public by entering the preceding sentencepublic domain or for other reasons as a result of the fault of the recipient; or (c) information that the recipient subsequently obtains legally from other sources. 6.4 The Recipient may disclose confidential information to its relevant employees, cease agents or professionals employed by it, but the Recipient shall ensure that such persons are also bound by this Agreement to keep the Confidential Information in a confidential state and only for the purposes of this Agreement use such confidential information for the purpose of performance. 6.5 Upon termination of this Agreement, the Recipient of Confidential Information shall return any documents, information or software containing Confidential Information to the extent of the disclosure so consented to original owner or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure provider of the Confidential Information Information, or with the consent of the original owner or the provider, destroy the confidential information from any relevant memory device and may not continue to use these Confidential Information. 6.6 The parties agree that the Terms will continue to be valid regardless of whether the Agreement is at least as great as the care it normally takes to preserve its own information of a similar naturechanged, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special discharged or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;terminated.

Confidentiality. Unless otherwise agreed The Parties agree to keep the existence of this Agreement and the activities conducted hereunder confidential. Any Party receiving Confidential Information and/or Joint Developed Information undertakes: to hold such information in writing by confidence and agrees that in the party disclosing handling and storage of such information it will employ controls, protections and safeguards at least as stringent as such Party would employ in the handling and storage of its own proprietary data and information, not to use any such information for any purpose other than in relation to this Agreement, not to disclose in any way, either directly or indirectly, any part of such information to a Third Party, without the prior written consent of the Party or Parties owning such information, except (or whose Representatives disclosedand subject to such persons being made aware of the obligations of secrecy and confidentiality attaching to the information prior to disclosure): to those employees, officers and/or directors of the Party and its Affiliate(s) who reasonably require the same (a "disclosing party")for the performance of their work in relation to this Agreement; to such of the Party’s contractors, subcontractors, consultants and/or professional advisers who need to have access to the same for the performance of their work in relation to this Agreement. The Party undertakes that each party (a "receiving party") shallsuch contractor, subcontractor, consultant or professional adviser, prior to the disclosure, undertakes written confidentiality obligations at least as restrictive as herein contained but excluding the exceptions set out in this Article 11.2, and the Party shall cause its Affiliatesthereafter take all reasonable precautions to observe that such contractors, directorssubcontractors, officersconsultants and professional advisers comply with the obligations provided therein. This provision shall apply mutatis mutandis in case a Third Party is being engaged by all Parties to participate in the Work; in accordance with the relevant joint operating agreement, employeesto a Third Party which has been awarded, agentsor later has acquired, counsela participating interest in a Production Licence within the Area of Mutual Interest together with one or more of the Parties to this Agreement, financial advisors provided always that any and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of shall not be disclosed to such Third Party unless the disclosing party confidential and not disclose or reveal any Party to whom such Confidential Information belongs consents to such disclosure in writing; to a bona fide intending assignee of a majority interest in a Party; and/or to any Person governmental department or governmental authority exercising its statutory right to require the same and to such competent authorities, courts or any relevant stock exchange where pursuant to applicable law, order, decree or regulation there is a requirement to do so binding upon the Party or any of its Affiliate(s) (in which case written notice shall be given to the other than those Representatives Parties prior to such disclosure). Any Party receiving Confidential Information or Joint Developed Information shall be responsible for ensuring that all persons, to whom such information is disclosed, are bound by confidentiality obligations at least as stringent as the obligations of confidentiality set forth herein. The obligations under this Article 11 shall not apply to information which; at the time of entering into this Agreement is lawfully in the possession of the receiving party who are participating in effecting Party under no obligation of confidentiality; subsequently and lawfully comes into the transactions contemplated hereby or who otherwise need to know such receiving Party's possession; is independently developed by the receiving Party and not based on the Confidential Information, (ii) use such ; or at the time of entering into this Agreement is in the public domain or thereafter comes into the public domain other than by breach of this Agreement. The confidentiality undertakings pursuant to this Article 11 shall apply to all Confidential Information only in connection with consummating disclosed by the transactions contemplated hereby and enforcing Parties whether this has happened before or after the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing partyEffective Date. In the event that any Third Party to whom a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Party discloses Confidential Information or Joint Developed Information in accordance with any of the disclosing partyabove paragraphs, other than as referred to in Article 11.2 ii), last sentence and v), breaches the receiving party obligations set out under this Agreement the Party will be liable for such breaches as if it had committed the breach itself. No public announcement or press release of information concerning or arising out of this Agreement or any activities conducted hereunder shall provide be made by any Party without the disclosing party with prompt notice prior written consent of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that other Party (i) is disclosed to a third party with the disclosing party's written approvalor Parties, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in as the case may be), which shall not be unreasonably withheld or delayed, provided that notwithstanding the above a Party shall be entitled to: publicly announce its submission of clauses (iian application for the Application Round, provided always that no reference is given to this Agreement or the Joint Application(s) submitted hereunder; and (iii) above to the receiving party's compliance with the preceding sentence, cease make such public announcements or press releases to the extent required by applicable law, or by stock exchange regulations applicable to the relevant Party or any of its Affiliates in the event that it is unable to obtain consent as aforesaid. LIABILITIES AND INDEMNITIES Each Party (hereinafter called the “Indemnifying Party”) shall defend, indemnify and hold the other Parties, their Affiliates, contractors, subcontractors and agents, and/or any of the disclosure so consented aforesaid’s employees, harmless from and against any loss, damage and/or expense arising out of any claim for; injuries to or requireddeath of any employees of the Indemnifying Party, its Affiliates, and/or its contractors, subcontractors and agents; and/or loss of or damage to the property of the Indemnifying Party, its Affiliates, its contractors, subcontractors and agents, and/or any of the aforesaid’s employees; and/or all indirect losses, which include but are not limited to loss of profit, to the Indemnifying Party, its Affiliates, contractors, subcontractors and agents, and/or any of the aforesaid’s employees, arising out of or connected with this Agreement, except to the extent otherwise provided when such claim is a result of gross negligence or wilful misconduct by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure managerial and/or supervisory personnel of the Confidential Information that is at least as great relevant other Party, its Affiliates, contractors, subcontractors and/or agents. Each Party (hereinafter called the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party (or Parties, as the care it normally takes case may be), its (/their) Affiliates, contractors, subcontractors and/or agents, and any of the aforesaid’s employees, against any loss, damage and/or expense arising out of any claim for injuries to preserve or death of or damage to property or loss of income of Third Parties or any other claims from Third Parties, arising out of or in connection with this Agreement and for which the Indemnifying Party, its own information Affiliates, its contractors, subcontractors and/or agents or any of a similar naturethe aforesaid’s employees is responsible. For the purpose of this Article 12.2, it Affiliates, contractors, subcontractors and agents, and any of the aforesaid’s employees shall not be liable for any disclosure that occurs despite considered as Third Parties. Notwithstanding Articles 12.1 and 12.2, if one of the exercise Parties sustains losses arising from the Project Leader’s performance of that degree of careits functions as Project Leader under this Agreement, and in no event the Project Leader shall a receiving party only be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful losses provided it is the result of wilful misconduct or gross negligence in which event it of the managerial or supervisory personnel of the Project Leader or any of its Affiliates. The Project Leader shall not under any circumstances be liable in damages for indirect or consequential loss suffered by the disclosing party's lost profits resulting directly and solely from such disclosure;other Parties. The same limitation of liability shall apply to any Party carrying out assignments on behalf of the Project Leader.

Confidentiality. Unless otherwise agreed Confidential Information" means each party’s data and information, whether accessed electronically or otherwise, of a confidential or proprietary nature to which a party has access or that is provided pursuant to this Agreement, including trade secrets, functional and technical specifications, designs, drawings, translations, analysis, research, processes, computer programs, beta versions, algorithms, methods, ideas, “know how,” and other technical information, sales and marketing research, materials, plans, projects, and other business information, accounting and financial information, other information concerning the products, services and business of the parties, the terms of this Agreement, and information concerning Fulfillment Providers and third-party suppliers or customers of the parties. Information shall be considered to be Confidential Information: (a) if marked as such; (b) if the disclosing party orally or in writing by has advised the receiving party disclosing of the confidential nature of the information; or (c) if, due to its character or whose Representatives disclosednature, reasonable people in a like position and under like circumstances would treat it as confidential. Further, all sales related information, including, without limitation, all information created or developed pursuant to Section 9 and other such sales information, whether generated on the Branded Site or otherwise (collectively, “Sales Information”) is Costco's Confidential Information. Each party agrees that the Confidential Information of the other party will be held in confidence to the same (a "disclosing party"), extent and the same manner as each party (a "receiving party") protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. Each party however, shall, and shall cause be permitted to disclose relevant aspects of such Confidential Information to its Affiliates, directors, officers, employees, agentsand consultants on a need-to-know basis, counsel, financial advisors and controlling Persons (such Affiliates and provided that they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. Each party agrees to use all reasonable steps to ensure that the other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information received under this Agreement is not disclosed in violation of this Section. Each party agrees not to use the Confidential Information of the disclosing other party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case performance of clauses (ii) its obligations under this Agreement. The obligations set forth in this Section do not apply if and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a party receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing ("Receiving party's lost profits resulting directly and solely from such disclosure;") establishes that:

Confidentiality. Unless otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") shall, 13.1 Each Party shall treat as confidential and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not disclose to any third party being collectively referred to any confidential information which the other Party or any of its employees or agents acquires during the course of this Agreement, except when necessary for rendering the Services or as such party's "Representatives") torequired by law, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements authority having jurisdiction, provided that Service Provider promptly notifies the User of such obligation of disclosure, but only where such notification is permissible by law ("Confidential Information"). 13.2 Confidential Information shall include this Agreement, its respective contents and deliverables and any technical, commercial, financial or other information relating to the business and affairs of a governmental agencyParty and the business and affairs of its members, (potential) customers and clients, which comes to the other Party's attention or in its possession, or (iii) is required could reasonably be expected to be disclosed by applicable law regarded as confidential, whether or regulationnot any such tangible information is marked "confidential". 13.3 Notwithstanding Clause 13.1, will, subject a Party is permitted to disclose Confidential Information exclusively in the case following cases: (a) the publication of clauses (ii) any information relating to Users and (iii) above Facilities pursuant to the receiving party's compliance terms of the MiQ Program Guide; (b) with the preceding sentenceother Party’s prior written consent; (c) to such Party's directors, cease employees, affiliates, agents, professional advisers, bank or other financing institution, rating agency or intended assignee; (d) to a relevant authority; (e) to comply with any Applicable Law, or in connection with any court or regulatory proceeding, provided that each Party shall, to the extent practicable and permissible under such Applicable Law, use reasonable efforts to prevent or limit the disclosure and to give the other Party prompt notice of it; (f) to price reporting agencies or for the calculation of an index provided that such disclosure shall not include the identity of the disclosure so consented to other Party; (g) as gathered in an aggregated and anonymised form in respect of Registry usage; or (h) in respect of information which lawfully is in or required, except to comes into the extent otherwise provided by the terms of such consent or covered by a protective order. public domain. 13.4 If a receiving party uses a degree of care to prevent disclosure Party becomes aware at any time of the possession, knowledge or use of any Confidential Information that by any unauthorised person, the Party shall immediately notify the other Party of this fact and offer such assistance as is at least as great as the care it normally takes reasonable to preserve its own information of a similar nature, it properly deal with such event. 13.5 The obligations set out herein shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages apply for the disclosing party's lost profits resulting directly duration of this Agreement and solely from such disclosure;for a period of two (2) years after its termination. Each Party represents and warrants that it will ensure that its obligations under this point are also obligations of its employees and agents.

Confidentiality. Unless otherwise agreed 6.1 During the term of this Agreement, all customer information and other relevant information (hereinafter referred to in writing as “Customer Information”) related to Party B’s business and Party A’s services are owned by Party A. 6.2 Regardless of whether the party disclosing (or whose Representatives disclosed) the same (a "disclosing party")Agreement is terminated, each party (a "receiving Party agrees that the information obtained under this Agreement in relation to trade secrets, proprietary information, customer information and other relevant information of the other party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons any other party’s non-public information (such Affiliates and other Persons with respect to any party being hereinafter collectively referred to as such party's "Representatives"“Confidential Information”) to, (i) keep all shall be kept strictly confidential. The party receiving the Confidential Information (hereinafter referred to as the “Recipient”) shall not disclose Confidential Information or any parts of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives third party except as required by the other party’s prior written consent or in accordance with the relevant laws and regulations or the requirements of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is relevant stock exchange rules must be disclosed to a third party with party. The Recipient shall not use or indirectly use Confidential Information or any part thereof except for the disclosing party's purpose of undertaking the obligations of this Agreement. 6.3 The following information is not confidential： (a) there is written approval, evidence that the recipient has previously known any information： (iib) information that is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above not known to the receiving party's compliance with public by entering the preceding sentencepublic domain or for other reasons as a result of the fault of the recipient; or (c) information that the recipient subsequently obtains legally from other sources. 6.4 The Recipient may disclose confidential information to its relevant employees, cease agents or professionals employed by it, but the Recipient shall ensure that such persons are also bound by this Agreement to keep the Confidential Information in a confidential state and only for the purposes of this Agreement use such confidential information for the purpose of performance. 6.5 Upon termination of this Agreement, the Recipient of Confidential Information shall return any documents, information or software containing Confidential Information to the extent of the disclosure so consented to original owner or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure provider of the Confidential Information Information, or with the consent of the original owner or the provider, destroy the confidential information from any relevant memory device and may not continue to use these Confidential Information. 6.6 The parties agree that the Terms will continue to be valid regardless of whether the Agreement is at least as great as the care it normally takes to preserve its own information of a similar naturechanged, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special discharged or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;terminated.

Confidentiality. Unless otherwise agreed to 11.1 The Parties acknowledge that in the course of their dealings hereunder each may acquire information about the other, its business activities and operations, its technical information and its trade secrets, all of which are proprietary and confidential (the "Confidential Information"). Confidential Information shall be designated in writing by as such. Both Parties agree that the terms of this Agreement shall be deemed Confidential Information of each party. 11.2 Each party disclosing hereby agrees that: (a) all Confidential Information shall remain the exclusive property of the owner; (b) such party shall maintain and shall use prudent methods to cause its employees and agents to maintain the confidentiality and secrecy of the other's Confidential Information; (c) such party shall use prudent methods to ensure that its employees and agents do not copy, publish, disclose to others or whose Representatives discloseduse (other than pursuant to the terms hereof) the same other's Confidential Information; and (a "disclosing d) such party shall return or destroy all copies of other's Confidential Information upon request of the other party"). Notwithstanding the foregoing, each party (a "receiving party") shall, and Confidential Information shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not include any Information to any party being collectively referred to as such party's "Representatives") to, the extent it: (i) keep all Confidential Information is or becomes a part of the public domain through no act or omission on the part of the receiving party; (ii) is disclosed to third parties by the disclosing party confidential and not disclose or reveal any without restriction on such Confidential Information to any Person other than those Representatives of the receiving party who are participating third parties.; (iii) is in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderpossession, and without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement; (iiiiv) not use Confidential Information in any manner detrimental is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; (v) is independently developed by the receiving party without reference or access to the disclosing party. In the event that a receiving party 's Confidential Information; or (vi) is requested pursuant to, or required by, applicable law or regulation or released from confidential treatment by legal process to disclose any Confidential Information written consent of the disclosing party. Notwithstanding the foregoing, portions of a party's Confidential Information may be disclosed pursuant to the request of a governmental agency or third party if such disclosure is required by operation of law, regulation or court order, provided the receiving party shall provide gives the disclosing party with prompt prior written notice of such request(s) proposed disclosure sufficient to enable the disclosing party to seek obtain an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure if it so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;desires.

Confidentiality. Unless (a) The terms of this Agreement, and all data, reports, records, and other information of any kind whatsoever developed or otherwise agreed to obtained in writing by connection with the party disclosing performance of this Agreement (or whose Representatives disclosedcollectively, "Information") shall be the same exclusive property of the parties, shall be treated as confidential, and except as provided in subsection (a "disclosing party"b), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not be disclosed to any third party being collectively referred to as such or the public without the prior written consent of the other party's "Representatives", which consent shall not be unreasonably withheld. (b) The confidentiality obligations of subsection (a) shall not apply to, : (i) keep all Confidential Information that at the time of disclosure by one party to the disclosing other was developed by the other party confidential and not disclose or reveal any was already in its possession, provided that it provides competent evidence of its possession of such Confidential Information within two (2) days following its disclosure to any Person it by the other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, party; (ii) use such Confidential Information only that at the time of disclosure by one party to the other was in connection with consummating the transactions contemplated hereby and enforcing public domain or which after disclosure becomes a part of the receiving public domain through no action or failure to act on the part of the other party's rights hereunder, and ; or (iii) not use Confidential Information in any manner detrimental to that at the disclosing party. In time of disclosure was or is thereafter lawfully acquired by the event that other party from a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of source other than the disclosing party, provided such source was not under an obligation of confidence with respect thereto, and provided further that the receiving other party shall provide provides competent evidence of his possession of such Information within two (2) days following its disclosure to him by the disclosing party. (iv) A disclosure to any of the following; provided however, that in any case to which this subsection is applicable, the disclosing party shall give notice to the other party concurrently with prompt notice the making of such request(sdisclosure and, as to any disclosure pursuant to this subsection, only such confidential information as such third party shall have a legitimate business need to know shall be disclosed. (A) To an affiliate, legal or financial advisor, consultant, or contractor that has a bona fide need to enable be informed; (B) To any third party to whom the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that contemplates a transfer of all or any part of its interest; or (iC) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of To a governmental agency, or (iii) to the public which the disclosing party believes in good faith is required to by pertinent Laws or the rules of any stock exchange or securities regulatory authority. The text of a stock exchange announcement shall be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above communicated to the receiving other party prior to its release and in time to enable the other party to comment thereon, unless upon advice of counsel there is insufficient time to await comment from the other party's compliance with ; otherwise, the preceding sentence, cease disclosing party shall give due consideration to comments received. (c) If a party asserts that information is not subject to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar natureconfidentiality obligations hereof, it shall not have the burden of proof of substantiating such assertion. (d) The provisions of this Section shall apply for so long thereafter as the Information remains confidential or proprietary. (e) Each party agrees that if it breaches its confidentiality obligations, the other party would be liable for irreparably damaged and any disclosure that occurs despite the exercise of that degree of careremedy at law may be inadequate, and therefore, without limiting (and in no event shall a receiving party be liable for addition to) any indirectother remedy available at law or in equity, punitivean injunction, special specific performance, or consequential damages unless such disclosure resulted from its willful misconduct other forms of equitable relief or gross negligence in which event it any combination thereof shall be liable in damages for available to the disclosing party's lost profits resulting directly other party to the fullest extent permitted by law. The parties do not intend that this provision regarding remedies be construed as a limitation on the nature of the rights and solely from such disclosure;remedies to which they may be entitled under this Agreement with respect to a breach of other provisions of this Agreement.

Confidentiality. Unless No confidential information disclosed by either Party to the other in connection with this Agreement shall be disclosed to any person or entity other than the recipient Party's employees and contractors directly involved with the recipient Party's use of such information who are bound by written agreement to protect the confidentiality of such information, and such information shall otherwise agreed to in writing be protected by the party disclosing (or whose Representatives disclosed) recipient Party from disclosure to others with the same (a "disclosing party")degree of care accorded to its own confidential information of like importance. In addition, each party (a "receiving party") shall, Party and its representatives shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors use the confidential information only for the purposes specified under this Agreement and controlling Persons (such Affiliates and information shall not be used for any other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information purpose without the prior written consent of the disclosing party confidential Party. To be subject to this provision, information must be delivered in writing and not disclose designated as proprietary or reveal any such Confidential Information to any Person other than those Representatives confidential, or if initially delivered orally, must be identified at the time of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderdisclosure, and confirmed in writing as confidential within ten (iii10) not use Confidential days after such oral disclosure. Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable subject to this provision if it is or becomes a matter of public knowledge without the fault of the recipient Party, if it was a matter of written record in the recipient Party's files prior to disclosure to it by the other Party, if it was or is received by the recipient Party from a third person under circumstances permitting its unrestricted disclosure by the recipient Party, or if it was independently developed by the recipient Party without reference to the confidential information. Upon termination of this Agreement, each Party shall promptly destroy all confidential information of the other Party in the possession or control of such Party and all copies thereof, provided that each Party may retain one copy thereof for archival purposes. The obligations under this Section 18 shall continue for both parties for a period of five (5) years after delivery by Aspect to Marquette of the last Aspect Product under this Agreement, provided, however that any disclosure that occurs despite source code disclosed pursuant to the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it Source Code Escrow established under to Section 25 shall be liable maintained in damages for confidence in perpetuity. Marquette is entitled to transmit confidential information of Aspect to Marquette subsidiaries and affiliated companies. In such, case these subsidiaries and affiliated companies may only use such information to the disclosing party's lost profits resulting directly same extent as Marquette is entitled to use such information under this Agreement. Marquette shall be responsible if any of these subsidiaries and solely from such disclosure;affiliated companies fail to comply with the confidentiality provisions of this Agreement.

Confidentiality. Unless otherwise agreed The Parties shall treat as confidential the content of the Agreement as well as the content of documents, data and other material viewed or exchanged, all other communications between the Par-ties, the content of their discussions and negotiations as well as all facts of which one Party (hereinafter the "Receiving Party") must assume that the other (hereinafter the "Disclosing Party") does not wish to make them accessible to third parties and which are not generally known or known in writing advance to the other Party, this includes but is not limited to all information in relation to the akirolabs Services (including all Documentation), as well as business and marketing plans, technology and technical information, product plans and designs, financial or other dealings, de- velopment plans and business processes disclosed by such Party (collectively "Confidential In- formation"). Confidential Information does not include any information that: □ is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; □ was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; □ is received from a third party disclosing (without breach of any obligation owed to the Disclosing Party; □ was independently developed by the Receiving Party without access to or whose Representatives disclosed) use of the same (a "disclosing party"), each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such partyDis- closing Party's "Representatives") to, (i) keep all Confidential Information. The Confidential Information must only be used during the term of the disclosing party confidential Agreement and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby purpose of and enforcing in accordance with the receiving party's rights hereunder, and (iii) not use provisions of the Agreement. The Confidential Information may be made accessible, even within the own company, only to those persons who need to know it for the purpose of the Agreement (need to know). The Parties shall ensure that the persons employed by them comply with the duty of confidenti- ality as per this provision. The Parties shall impose comparable confidentiality obligations on en- gaged third parties (e.g. subcontractors). The confidentiality obligations shall continue to apply for an indefinite period of time, even after termination of the Agreement, for as long as there is an interest of the Disclosing Party in any manner detrimental keeping the information confidential. Upon termination of the Agreement, each Party shall return the Con- fidential Information to the disclosing party. In the event that a receiving party is requested pursuant to, other Party upon request or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, willdestroy it, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented technically and economically reasonable and subject to or required, except statutory retention obligations. Each Party under- takes to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure refrain from any further use of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;Information.

Confidentiality. Unless otherwise agreed The Parties hereto will hold and will cause their respective employees, officers, directors, consultants and advisors to hold in writing strict confidence, unless compelled to disclose by judicial or administrative process and then only with written notice prior to disclosure to the disclosing party, all documents and information concerning the disclosing party furnished to the receiving party in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the receiving party disclosing other than through a breach of a confidentiality agreement by such party or a third party; (ii) in the public domain through no fault of the receiving party; or whose Representatives disclosed(iii) later lawfully acquired by the same receiving party from other sources) (a the "disclosing partyConfidential Information"), each party will not use such Confidential Information except to evaluate and consummate this transaction (a "and, if this transaction is consummated, in the business of FBC or any affiliate thereof thereafter) and will not release or disclose the Confidential Information to any other person, except the receiving party") shall's auditors, and shall cause its Affiliates, directors, officers, employees, agents, counselattorneys, financial advisors and controlling Persons other consultants and advisors and lending institutions (including banks) or lending authorities in connection with this Agreement (it being understood that such Affiliates persons shall be informed by the receiving party of the confidential nature of such information and other Persons with respect shall be directed by the receiving party to any party being collectively referred treat such information confidentially). If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained for a period of one (1) year from the date of termination of this Agreement, except to as such party's "Representatives") to, (i) keep all the extent the Confidential Information of comes into the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives public domain through no fault of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is If requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide will return to the disclosing party with prompt notice of such request(s) to enable party, all physical materials furnished by the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentenceparty or their respective agents, cease to the extent of the disclosure so consented to representatives or requiredadvisors and all copies thereof, except to the extent otherwise provided in whatever medium, and all materials prepared by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care which evaluate or reflect the Confidential Information. It is understood that the receiving party shall be deemed to prevent disclosure of have satisfied its obligation to hold the Confidential Information that is at least confidential if it exercises the same care as great as the care it normally takes to preserve confidentiality for its own information similar information. The disclosing party will be entitled to equitable relief in the event of a similar nature, it shall not be liable for any disclosure that occurs despite breach by the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence of the provisions contained in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;this Section 5.4(b).

Confidentiality. Unless otherwise agreed to in writing Each Party shall ensure the confidentiality of the other Party’s Confidential Information it receives by the party disclosing (or whose Representatives disclosed) taking substantially the same (precautions as it does with its own Confidential Information, but not less than a "disclosing party"), each party (a "receiving party") reasonable standard of care. Neither Party shall, during the period of this Agreement and for three (3) years thereafter, use the other Party’s Confidential Information for any purpose other than to carry out its obligations hereunder. The obligations of confidentiality shall cause not apply to information that the receiving Party is required by applicable laws to disclose; provided, however, that the receiving Party shall so notify the disclosing Party of its Affiliates, intent to disclose and cooperate with the non-disclosing Party at the non-disclosing Party’s expense on reasonable measures to protect the confidentiality of the non-disclosing Party’s Confidential Information. Each Party may disclose Confidential Information received pursuant to this Agreement to its directors, officers, employees, agentsconsultants, counsel, financial advisors attorneys and controlling Persons (accountants provided that such Affiliates persons and other Persons with respect entities are obligated to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of hold the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in confidence in accordance with restrictions and procedures no less stringent than provided for herein. The Parties hereto understand and agree that this Section 7 is reasonable and necessary to protect AlloSource’s and Tutogen’s respective business interests. The Parties further agree that the other may suffer irreparable harm from a breach of this Section 7. Thus, in addition to any manner detrimental other rights or remedies, all of which shall be deemed cumulative, a Party shall be entitled to pursue injunctive relief to enforce the terms of this Section 7. For purposes of this Section, “Confidential Information” means information, which is disclosed by a Party to the disclosing other Party in whatever media, and is marked, identified or otherwise acknowledged to be confidential at the time of disclosure; provided that information shall not be deemed “Confidential Information” which is (a) publicly known, through no fault of the other party. In , (b) received by the event that other party from a receiving source having the right to disclose such information, (c) known by the other party is requested pursuant toprior to disclosure of such information, or required by, applicable law or regulation or (d) independently developed by legal process to disclose any Confidential Information the other party without use of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;’s information.

Confidentiality. Unless otherwise agreed Customer and PharmaForce shall maintain the confidentiality of any other information or data which the other party designates or which a party knows or has reason to believe is proprietary, in writing by at least the same manner as the party disclosing maintains the confidentiality of its own proprietary information (or whose Representatives disclosed) the same (a "disclosing party"“Confidential In- formation”). Confidential Information includes, each party (a "receiving party") shallbut is not limited to, technical and non-technical infor- mation materials, processes, ideas, and techniques, information pertaining to finances, processes, cus- tomers, clients, employees, students, fees, rates, accounting data, statistical data, marketing, research and development plans, projects, and findings, business plans, and the terms of any contracts. Each party’s standard of care for maintaining the confidentiality and security of Confidential Information shall cause be no less than is reasonable for the kind and type information involved. Each party may use Confidential In- formation only as permitted hereunder. Neither party shall disclose or provide any Confidential Infor- mation to any third-party and shall take necessary measures to prevent any unauthorized disclosure by its Affiliates, directors, officersaffiliates, employees, agents, counselcontractors, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the consultants including by completing appropriate individual nondisclosure agreements. The receiving party who are participating in effecting the transactions contemplated hereby acknowledges that unauthorized disclosure or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide ’s Confidential Information may cause the disclosing party with prompt notice of such request(s) irreparable harm, and the re- ceiving party agrees to enable give the disclosing party written notice of any such event as soon as commercially reasonable upon discovery of such, and to take all legal means to minimize any loss or damage due to any such event. Accordingly, each party agrees that the other party shall have the right to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order immediate injunctive relief for any breach of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided this section by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar natureother, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly addition to any other rights and solely from such disclosure;remedies that it may have available.

Confidentiality. Unless otherwise agreed to in writing by the party disclosing Each Party (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving partyReceiving Party") shallshall hold, and shall cause its Affiliatesrespective affiliates and representatives to hold, all Confidential Information made available to it by another Party ("Disclosing Party") in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and shall not disseminate or disclose such information other than to its directors, officers, managers, employees, agentsstockholders, counselinterest holders, financial advisors affiliates, agents and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of the receiving party representatives who are participating in effecting the transactions contemplated hereby or who otherwise have a need to know such Confidential Information, information for the sole purpose of evaluating the Merger (ii) use such Confidential Information only each of whom shall be informed in connection with consummating writing by the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information Receiving Party of the disclosing party, the receiving party shall provide the disclosing party with prompt notice confidential nature of such request(s) information and directed by such party in writing to enable the disclosing party to seek an appropriate protective ordertreat such information confidentially). A party's obligations hereunder with respect The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is disclosed to learned by the Receiving Party from a third party with the disclosing party's written approval, entitled to disclose it; (ii) is required to be produced under order becomes known publicly other than through the fault of a court of competent jurisdiction or other similar requirements of a governmental agency, or the Receiving Party; (iii) is required by law or court order to be disclosed by applicable law the parties; or regulation(iv) is disclosed with the Disclosing Party's prior written consent. The Parties shall undertake all reasonable steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a Receiving Party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, willprior to such disclosure, subject the Receiving Party shall: (x) promptly notify the Disclosing Party and, if having received a court order or subpoena, deliver a copy of the same to the Disclosing Party; (y) cooperate with the Disclosing Party, at the Disclosing Party's expense, in the case of clauses (ii) obtaining a protective or similar order with respect to such information; and (iiiz) above to the receiving party's compliance with the preceding sentence, cease to the extent provide only that amount of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great information as the care it normally takes Receiving Party is advised by its counsel is necessary to preserve its own information comply with such court order or subpoena. Agreement and Plan of a similar natureMerger Page 18 MeeMee Media, it shall not be liable for any disclosure that occurs despite the exercise of that degree of careInc. / All Screens Media, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;LLC

Confidentiality. Unless otherwise agreed to (a) The Nondisclosure Agreement effective as of March 28, 2022 between T-Mobile and Channel 51, LLC (the “NDA”) shall remain in writing effect in accordance with its terms, and the Seller agrees that it is bound by the party disclosing (or whose Representatives disclosed) terms and conditions of the NDA to the same extent as Channel 51, LLC. (a "disclosing party")b) The Parties acknowledge and agree that the existence of this Agreement, each party the terms and conditions of this Agreement and the substance of the negotiations between the Parties regarding such terms and conditions constitute “Transaction Information” under the NDA. (a "receiving party"c) shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") toNotwithstanding the foregoing or the terms of the NDA, (i) keep all Confidential each Party shall have the right to issue a press release regarding the transactions contemplated hereby in the form that has been previously approved by the other Party (such approval not to be unreasonably withheld, delayed or conditioned), (ii) each Party shall have the right to make disclosure of Transaction Information (as defined under the NDA) with respect to this Agreement or the transactions contemplated hereby to the extent such disclosure is required under applicable Law (including in connection with the making of any required filings or notifications to a Governmental Authority concerning the transactions described herein or in responding to any requests for information or documents made by a Governmental Authority investigating the transactions described herein) or the rules and regulations of a stock exchange on which such Party’s securities are traded, provided that the disclosing Party provides the other Party as much opportunity to review and comment in advance on such disclosure as is practicable under the circumstances and (iii) each Party shall have the right to make disclosure of the disclosing party confidential and not disclose Transaction Information (as defined in the NDA) with respect to this Agreement, the Transaction Documents or reveal any such Confidential Information to any Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only by the other Transaction Documents in connection with consummating any proceeding related to the enforcement of this Agreement, including without limitation, the Seller’s right to confess judgement against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C). Notwithstanding the foregoing, no Party has to share in advance any filings made in connection with the transactions contemplated hereby and enforcing described herein under the receiving party's rights hereunder, and (iii) not use Confidential Information in HSR Act including any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;attachments thereto.

Confidentiality. Unless otherwise agreed to in writing The parties hereto agree that each shall treat confidentially all information provided by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (to the other party regarding its business and operations, including information related to the development of new Funds(“Confidential Information”). All Confidential Information provided by a "party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving party") shallservices pursuant to this Agreement and, and except as may be required in carrying out this Agreement, shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect not be disclosed to any party being collectively referred third party. The foregoing shall not be applicable to as such party's "Representatives") to, any information (i) keep all Confidential Information of the disclosing party confidential and not disclose that is publicly available when provided or reveal any such Confidential Information to any Person thereafter becomes publicly available, other than those Representatives through a breach of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Informationthis Agreement, (ii) that is independently derived by any party hereto without the use such Confidential Information only of any information provided by the other party hereto in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunderthis Agreement, and (iii) not use Confidential Information that is disclosed, upon prior notice to the party whose information is being disclosed (to the extent that such notice is permissible), in the manner and to the extent required in any manner detrimental legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including the Fund, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund, provided that the Custodian shall be acting within the standard of care set forth in Section 16.1. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, affiliates, contractors, agents, professional advisors, auditors or persons performing similar functions, as necessary solely for the purpose of rendering services under this Agreement , provided that each person or entity shall be subject to confidentiality obligations substantially similar to those set forth herein. In Further, each party agrees and represents that in no case would information it receives under this Agreement be used against the event other party in a manner that a receiving is adverse to the other party’s interests (including the other party’s interests in competitive businesses). Nothing herein shall prohibit or restrict the right of each party is requested pursuant to(or its affiliates) to develop, use or required by, applicable law market products or regulation services similar to or by legal process to disclose any Confidential Information competitive with those of the disclosing other party (or its affiliates) provided that any such development, use or marketing does not violate the confidentiality obligations set forth herein. Additionally, each party acknowledges that the other party (or its affiliates) may already possess or have developed products or services similar to or competitive with those of the other party. The Custodian will employ reasonable safeguards designed to protect the Fund’s Confidential Information, which may include but are not limited to the receiving party use of encryption technologies, passwords and any other safeguards the Custodian may choose to employ. To the extent that Custodian’s affiliates or other permitted agents or subcontractors have access to Confidential Information, Custodian shall provide the disclosing party with prompt notice require that such entities are subject to terms governing confidentiality and security of such request(s) information that are substantially similar to enable the disclosing party to seek an appropriate protective orderthose set forth in this Agreement. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approvalAt all times, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) Custodian shall remain responsible and (iii) above to the receiving party's liable for such entities’ compliance with the preceding sentence, cease terms of Section 22.13. Custodian agrees to notify promptly the Fund of any breach of this Section 22.10 or Section 22.13 and to provide the Fund with details as to the nature and extent of the disclosure so consented to breach, including, but not limited to, the type of confidential or required, except to personal information disclosed and the identity of the recipients of such information. To the extent otherwise reasonably possible, shareholder information made available to third parties by Custodian will be provided by on a non-disclosed basis (that is, without information disclosing the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure identity of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;shareholder).

Confidentiality. Unless otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each party (a "receiving party") Each Seller Party shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, hold in confidence (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information provide access to any Person other than those Representatives of Person) any and all information, whether written or oral, concerning the receiving party who are participating in effecting Assets and the transactions contemplated hereby or who otherwise need to know such Confidential InformationAssumed Liabilities, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental except to the disclosing party. In the event extent that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information Seller Party can show that such information (i) is disclosed generally available to a third party with and known by the disclosing party's written approval, public through no fault of such Seller Party or any of its respective Affiliates or representatives; or (ii) is required to be produced under disclosed by judicial or administrative process or by other requirements of Law. If any Seller Party or any of its Affiliates or representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller Party shall promptly notify Purchaser in writing and shall disclose or permit disclosure of only that portion of such information which such Seller Party is advised by its counsel in writing is legally required to be disclosed; provided, however, that such Seller Party shall use its best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. For the avoidance of doubt, Purchaser shall cover all reasonable out-of-pocket costs and expenses incurred by any Seller Party or any of its Affiliates in connection with complying with the provisions of this Section 4.9, including the obtaining of legal counsel and an appropriate protective order. In the event a breach or threatened breach of this Section 4.9, Purchaser and each of its Affiliates or their respective successors and assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance, injunctive and other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other similar requirements of a governmental agency, or (iiisurety) is required and shall be entitled to be disclosed indemnified with respect thereto by applicable law Seller Parties. The requesting party shall indemnify the other party for any out-of-pocket expenses incurred by such party in connection with providing any information or regulationdocumentation pursuant to this Section 4.9. Any information obtained under this Section 4.9 shall be kept confidential, will, subject except as otherwise reasonably may be necessary in the case of clauses (ii) and (iii) above to the receiving party's compliance connection with the preceding sentencefiling of Tax Returns or claims for Tax refunds or in conducting any Tax audit, cease to the extent of the disclosure so consented to dispute or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure of the Confidential Information that is at least as great as the care it normally takes to preserve its own information of a similar nature, it shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;contest.

Confidentiality. Unless otherwise agreed to in writing by the (a) Each party disclosing (or whose Representatives disclosed) the same (a "disclosing party")hereto shall keep confidential, each party (a "receiving party") shall, and shall cause its Affiliates, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect to any party being collectively referred to as such party's "Representatives") to, (i) keep all Confidential Information of the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives permit access to, all confidential or proprietary information of the receiving other party who are participating in effecting which is disclosed to or learned by it, including, without limitation, confidential or proprietary business records, financial information, trade secrets (including, without limitation, customer lists and price lists), Intellectual Property, strategies, or methods or practices of such other party (collectively, the transactions contemplated hereby "Confidential Information"), without the written consent of the other party. Notwithstanding the foregoing, each party may disclose or who otherwise need permit access to know such the Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Confidential Information in any manner detrimental to the disclosing extent required to provide services to the other party. In the event that a receiving . (b) No party is requested pursuant to, or required by, applicable law or regulation or by legal process shall have any obligation under this Agreement to disclose maintain in confidence any Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that which (i) is disclosed to a third party with in the disclosing party's written approval, public domain at the time of disclosure; (ii) is required in the possession of such party free of any obligation of confidence prior to be produced under order the time of a court of competent jurisdiction or other similar requirements of a governmental agency, or disclosure; (iii) though originally Confidential Information, subsequently becomes part of the public knowledge through no fault of such party, as of the date of its becoming part of the public knowledge; (iv) though originally Confidential Information, subsequently is required rightfully received by such party without obligations of confidence from a third party who is free to disclose the information, as of the date of such third-party disclosure; or (v) is independently developed by such party without the use of any Confidential Information, as of the date of such independent development (c) This Agreement shall not be disclosed breached by applicable law disclosure pursuant to a valid governmental, judicial or regulationadministrative order; PROVIDED HOWEVER, will, subject in that the case of clauses (ii) disclosing party shall have made a reasonable attempt to obtain an appropriate confidentiality order and (iii) above to shall have promptly notified the receiving party's compliance with the preceding sentence, cease to the extent other party of the disclosure so consented to or required, except to order. (d) Each party shall advise its employees and agents of the extent otherwise provided by the terms of such consent or covered by a protective order. If a receiving party uses a degree of care to prevent disclosure confidential and proprietary nature of the Confidential Information and the confidentiality covenants herein. (e) Each party acknowledges that is at least each other party hereto may, as great as a result of its receipt of or exposure to Confidential Information, increase or enhance the care it normally takes to preserve its own information knowledge and experience retained in the unaided memories of a similar natureeach of their directors, it shall not be liable for any disclosure that occurs despite employees, agents or contractors. No party shall: (i) intentionally use the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages Confidential Information for the disclosing party's lost profits resulting directly and solely from such disclosure;purpose of creating a residual or copy of the same; or

Confidentiality. Unless otherwise agreed a) Both TriZetto and Client have made and will continue throughout the term of this Agreement to in writing by make available to the other party disclosing confidential and proprietary materials and information (or whose Representatives disclosed) the same (a "disclosing partyProprietary Information"). All material and information provided by one party to the other relating to the business, each policies, procedures, customs and forms of providing party (a "receiving party") shallor any of its affiliates, including but not limited to Client’s Data, as well as information previously divulged or delivered regarding the aforementioned subject matter, is hereby designated as confidential and proprietary and shall cause its Affiliatesbe considered to be Proprietary Information. Except for confidential patient information included in Client’s Data, directors, officers, employees, agents, counsel, financial advisors and controlling Persons (such Affiliates and other Persons with respect the parties agree that the obligations set forth above in this Section 6 do not apply to any party being collectively referred to as such party's "Representatives") to, materials or information that: (i) keep all Confidential Information are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; (ii) subsequen t to disclosure hereunder are lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; (iii) are generally furnished to others by the disclosing party confidential and not disclose or reveal any such Confidential Information to any Person other than those Representatives of without restriction on disclosure; (iv) were already known by the receiving party who prior to receiving them from the disclosing party and were not received from a third party in breach of that third party's obligations of confidentiality; or (v) are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, (ii) use such Confidential Information only in connection with consummating the transactions contemplated hereby and enforcing independently developed by the receiving party's rights hereunder, and (iii) not party without the use Confidential Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential of Proprietary Information of the disclosing party, the receiving . b) Each party shall provide maintain the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Confidential Information that (i) is disclosed to a third party with the disclosing party's written approval, (ii) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (iii) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (ii) and (iii) above to the receiving party's compliance with the preceding sentence, cease to the extent confidentiality of the disclosure so consented to or requiredother's Proprietary Information and will not disclose such Proprietary Information without the written consent of the other party, except to the extent in connection with providing Services in accordance with this Agreement or as otherwise provided by permitted hereunder. Each party shall also keep confidential the terms of this Agreement and/or any exhibits attached hereto. c) Neither of the parties’ obligations of confidentiality will prevent or prohibit the parties from providing access to Proprietary Information upon request of a state or federal regulatory agency or authority as may be required, in such consent party’s reasonable discretion, by law or covered judicial or administrative process. Notwithstanding the foregoing, in the event of any requested access to Proprietary Information by a protective order. If a receiving party uses a degree of care to prevent disclosure regulatory authority, the one of the Confidential parties from whom the Proprietary Information that is at least requested will provide notice to the other in a timely fashion to allow the other party the opportunity to contest the release of its Proprietary Information to such regulatory authority. d) TriZetto will comply with all applicable laws and regulations concerning security and privacy in TriZetto’s performance of this Agreement, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder. e) Except as great as required by law, neither party shall make any press release, public statements, or disclosures regarding the care it normally takes terms, subject matter or collaboration of the parties to preserve its own information this Agreement, without the prior written consent of a similar naturethe other party, it which consent shall not be liable for any disclosure that occurs despite the exercise of that degree of care, and in no event shall a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it shall be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure;unreasonably withheld.