Common use of Disclosure and Use Clause in Contracts

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 7.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XXVII; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 7.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 7.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 7.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its agents, employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent extent: (i) necessary to comply with the provisions of Section 20.3 20.3, and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose;; and (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and; (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.and

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in Partyin any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 20.2.4 This Section 20.2 shall not apply to any Proprietary Information which has: (a) been disclosed by the Receiving Party with the Disclosing Party’s prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 20.3.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (Representatives) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 7.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XXVII; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 7.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect.the 20.2.3 7.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 7.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees thatExcept as expressly provided in Article I, from and after this Section 25.2, Section 5.5 (including for the Effective Date: Creditor's Committee as provided therein) or (ai) all as required by a court of competent jurisdiction (including the Bankruptcy Court), governmental entity or any liquidating trust for the benefit of creditors of the Enron Parties (provided that such Proprietary Information communicated liquidating trust enter into a confidentiality agreement on substantially the same terms as this Article XXV), or discovered(ii) with the prior written consent of UBS, whether beforewhich shall not be unreasonably withheld or delayed, on or after to any potential lender of the Effective Date, Enron Parties solely in connection with this Agreement shall be held obtaining financing from such lender (subject in confidence each case to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining confidentiality arrangements reasonably satisfactory to UBS having been entered into to protect the confidentiality of such information; (b) it will notConfidential Information), Recipient shall not use or disclose Confidential Information and it will not permit any shall prevent the use or disclosure of its such information by Recipient's employees, agents, Affiliates and independent contractors, consultants, agents or affiliates to . Recipient shall disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Confidential Information only to those of its employees, contractors, consultants, agents and affiliates independent contractors who have a need to know such information for it in connection with the use performance of this Agreement or provision of services required as necessary for any party to fulfill this Agreement; (d) it will, and will cause each of exercise its rights hereunder. Recipient shall require all employees, contractors, consultants, agents and affiliates independent contractors who have access to Confidential Information to execute a confidentiality agreement limiting their use of such Proprietary information and prohibiting them from disclosing such information to third parties. Recipient agrees not to reproduce or copy by any means Confidential Information only without Discloser's prior written permission in each case, except as reasonably required to effectuate the terms and conditions of perform under this Agreement and for no other purpose; (e) it will cause each or to exercise its rights hereunder. In the event that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a requirement or order of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it willany governmental authority, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure Recipient shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement Discloser and take reasonable steps itself or in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except cooperation with Discloser to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) contest such requirement or order or otherwise reasonably necessary to perform its obligations under this Agreementprotect Discloser's Confidential Information. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.ARTICLE XXVI ------------ MISCELLANEOUS PROVISIONS ------------------------

Disclosure and Use. 20.2.1 14.4.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;, provided however that unless the Affiliate is Ameritech Corporation, Ameritech Services, Inc., Ameritech Illinois, Ameritech Indiana, Ameritech Michigan, Ameritech Ohio or Ameritech Wisconsin; or GTE South Incorporated, GTE North Incorporated, or GTE Service Corporation, each Party shall provide the other with prior written notification if such Proprietary Information is disclosed to an Affiliate; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 14.4.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Agreement: provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such Representative’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 , and such Representative shall agree to comply with this Agreement. Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable best efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 14.4.3 Proprietary Information shall not be reproduced by any Receiving Party or its Representatives in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 14.0 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 14.4.4 This Section 14.0 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party’s prior written consent; (b) become generally available to the public other than as a result of an unauthorized disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party, without restriction on disclosure, from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable law; provided that such production or disclosure shall have been made in accordance with Section 14.0.

Disclosure and Use. 20.2.1 Each Receiving Party agrees thatThe Recipient will protect the Disclosing Party’s Confidential Information, from will only use the Confidential Information for the Purpose and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to only disclose such Proprietary Confidential Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates Representatives who have a direct “need to know” the Confidential Information for it in connection the Purpose. The Recipient will apprise its Representatives of the confidentiality obligations and ensure that they comply with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall The Recipient will notify the Disclosing Party as soon as possible of any misuse of or unauthorized access to Confidential Information of which it becomes aware and will cooperate in remedying such situation promptly. The Recipient may disclose Confidential Information if it has knowledge required to be disclosed by a court order or operation of a breach Applicable Law. Before disclosing any Confidential Information of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving the Disclosing Party in any form except under court order or operation of Applicable Law (including to the extent (i) necessary Applicable Law requires such disclosure pursuant to comply a request from a Regulator), the Recipient shall, to the extent permitted by Applicable Law or the Regulator in question, provide the Disclosing Party reasonable notice and the opportunity to object to or limit such disclosure, shall cooperate with the provisions Disclosing Party to the extent it may seek to limit such disclosure and shall limit such disclosure to that which is required by Applicable Law. Upon the Disclosing Party’s request, all Confidential Information of Section 20.3 the Disclosing Party will be returned or destroyed, at the election of the Recipient; provided, that the Recipient may retain copies of Confidential Information of the Disclosing Party that is not electronically retrievable because it is not discrete or severable from such first Party’s data or that cannot be destroyed due to retention periods required by Applicable Law, which copies shall remain subject to and (ii) reasonably necessary be maintained in a manner compliant with this Article 9. Notwithstanding anything to perform its obligations under the contrary in this Agreement. All , Supplier may make such reproductions shall bear disclosures concerning this Agreement and the same copyright relationship between the Parties as may be required of it by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and proprietary rights notices as are contained in or on the originalregulations promulgated under each of them and related forms of Applicable Law.

Disclosure and Use. 20.2.1 7.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Proprie tary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XXVII; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 7.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 7.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 7.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, in to it or any of its contractors, consultants or agents (“Representatives”)in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective DateDate1/: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 8/ Because the terms of this Agreement are the result of Requesting Carrier’s adoption under Section 252(i) of the Act of the Covad Agreement, the Parties agree that the term “Effective Date,” for the purposes of this Section 20.2.1, shall mean June 4, 1999. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. XX.2.4 This Section 20.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 20.3.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective DateDate\: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees\ Since the terms of this Agreement are the result of Requesting Carrier’s adoption under Section 252(i) of the Act of the Allegiance Agreement, contractorsthe Parties agree that the term “Effective Date,” for purposes of Section 20.2.1(a), consultantsshall mean October 24, agents or affiliates 2000. Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 12716496.1 110201 1406C 00650405 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Except as provided in Section 12.4 or below or with the prior written consent of the Disclosing Party, the Receiving Party agrees that, from and after the Effective Date: will not (a) all disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its own officers, directors, employees, attorneys, accountants, financial advisors, joint ventures (i.e., the entity that is a joint venture of a Receiving Party) and contractors (and for such Proprietary Information communicated contractors and joint ventures, solely to the extent and only for the purpose of performing services in furtherance of the Receiving Party’s rights and obligations under this Agreement), who have signed a non-disclosure agreement or discoveredare otherwise subject to confidentiality obligations that protect the Disclosing Party’s Confidential Information, whether beforewhich non-disclosure agreement or confidentiality obligations are no less stringent than the terms set forth in this Section 12.2; (b) use Confidential Information, on except as permitted under this Agreement or after for fulfilling the Effective Dateobligations or exercising the rights of the Receiving Party under this Agreement (including, e.g., (i) when Yahoo! is the Receiving Party, for Yahoo!’s general operation and management of its portals using performance data from the Services and the Additional Services, in connection with formulating proposals to new Syndication Partners related to the Services or Additional Services or evaluating whether or not to exercise optional rights under this Agreement shall be held such as in confidence connection with Mapping Services, and (ii) when Microsoft is the Receiving Party, using Yahoo! Search Data for Microsoft’s development and operation of the Services, Additional Services and Other Platform Services); (c) make internal business copies or allow others to make copies of such Confidential Information, except as permitted under this Agreement or for fulfilling the same extent as such obligations or exercising the rights of the Receiving Party holds its own confidential informationunder this Agreement; provided, that or (d) remove or export any such Confidential Information from the country of the Receiving Party in violation of Laws. The Receiving Party shall not treat the Confidential Information of the Disclosing Party, and will cause its officers, directors, employees, attorneys, accountants, financial advisors, joint ventures and contractors to treat such Confidential Information in accordance with this Section 12 and with at least the same degree of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it care. Each party will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause ensure that each of its employees, contractors, consultants, agents Affiliates that is a Receiving Party complies with its obligations under Section 12.1 and affiliates this Section 12.2. The foregoing obligations shall survive for a period of three years [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to use such Proprietary Information only to effectuate omitted portions. following the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law termination or its performance under the terms expiration of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary ; except that with respect to Yahoo! Search Data, Microsoft PDA Listings Data, source code, algorithms, and Confidential Information related to its employeesfraud, contractorssecurity or privacy, consultantssuch obligations will survive indefinitely. For avoidance of doubt, agents or affiliates shall be responsible for any breach of the obligations set forth in this Agreement by any of its employeesSection 12 are in addition to, contractorsand without limitation of, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original13.

Disclosure and Use. 12716496.1 80509 940C 00650405 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each The Receiving Party agrees that, from and after (i) to hold the Effective Date: (a) all such Proprietary Disclosing Party's Confidential Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence and to take all necessary precautions to protect such Confidential Information (including, without limitation, all precautions the same extent as such Receiving Party holds employs with respect to its own confidential information; providedmaterials), that (ii) not to divulge any such Confidential Information or any information derived there from to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as authorized under this Agreement, and (iv) not to remove or export any such Confidential Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall not limit the use of and access to the Disclosing Party's Confidential Information to the Receiving Party's employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such [***] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Confidential Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care care. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, except in maintaining the confidentiality case of such information; (b) it will notsource code, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with which case the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates foregoing obligations shall be responsible for perpetual. Without granting any breach of this Agreement by any of its employeesright or license, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its efforts possession or known by it prior to protect such information receipt from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if without restriction, or (iii) was rightfully disclosed to it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any another person without restriction, or (iv) is independently developed by the Receiving Party in without use of such Confidential Information, or (v) is required to be disclosed pursuant to any form except statutory or regulatory authority, provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible, or (ivi) necessary is required to comply with be disclosed by a court order, provided the provisions Disclosing Party is given prompt notice of Section 20.3 such order and (ii) reasonably necessary provided the opportunity to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the originalcontest it.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, from and after the Effective Date: (aA) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective DateDate,9/ to it or any of its contractors, consultants or agents ("Representatives") in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (bB) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person;; --------------- 9/ Because the terms of this Agreement are the result of 21st Century's adoption under Section 252(i) of the Act of the MCI Agreement, the Parties agree that the term "Effective Date", for purposes of this Section 20.2.1(a), shall mean April 20, 1998. (cC) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (dD) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (fE) it will, and will cause each of its employees, contractorsAffiliates and Representatives to, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its Representatives who need to know such information to perform the Receiving Party's obligations under this Agreement; provided that, before disclosing any Proprietary Information to any Representative, such Party shall notify such Representative of such person's obligation to comply with this Agreement. Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates Representatives shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. A Disclosing Party may, however, disclose Proprietary Information directly to an Affiliate of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. XX.2.4 This Section 20.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (A) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (B) become generally available to the public other than as a result of disclosure by a Receiving Party; (C) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (D) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has used all commercially reasonable efforts to determine whether such third person has any such obligation; or (E) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with this Article XX. XX.2.5 Except as expressly provided, nothing in this Article XX shall be construed as limiting the rights of either Party with respect to its customer information under any Applicable Law, including Section 222 of the Act.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents ("Representatives") in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided -------- that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing -------- any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its ------------ obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 20.2.4 This Section 20.2 shall not apply to any Proprietary Information ------------ which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party -------- has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made -------- in accordance with Section 20.3. ------------

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. XX.2.4 This Section 20.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 20.3.

Disclosure and Use. 20.2.1 28.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) 28.2.1.1 all such Proprietary Information communicated shall be and shall remain the exclusive property of the Party that provides or discoveredcreates that information; 28.2.1.2 all Proprietary Information communicated, whether before, on or after the Effective Date, in connection with this Agreement to it or any of its employees, agents, contractors and consultants (collectively, “Representatives”) shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) 28.2.1.3 it will not, and it will not permit any of its employeesRepresentatives, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) 28.2.1.4 it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will28.2.1.5 not to copy, and will cause each publish, or disclose such Proprietary Information to others or authorize anyone else to copy, publish, or disclose such Proprietary Information to others without the prior written approval of its employees, contractors, consultants, agents and affiliates the Disclosing Party; and 28.2.1.6 to use such Proprietary Information only to effectuate the terms and conditions for purposes of this Agreement fulfilling work or services performed hereunder and for no other purpose;purposes only upon such terms as may be agreed upon between the Parties in writing. (e) it will cause each 28.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representatives, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 28.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of this Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 28.2.4 This Section shall not apply to any Proprietary Information which the Receiving Party can establish to have: 28.2.4.1 been disclosed by the Receiving Party with the Disclosing Party’s prior written consent; 28.2.4.2 become generally available to the public other than as a result of disclosure by a Receiving Party; 28.2.4.3 been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; 28.2.4.4 been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or 28.2.4.5 been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 32.3.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section ofSection 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective DateDate/: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. XX.2.4 This Section 20.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 20.3.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, from and after the Effective Date: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any . A Receiving Party so disclosing may disclose Proprietary Information of a Disclosing Party to the Receiving Party’s officers, directors and employees of such Party and of its employeesAffiliates, contractors, as well as consultants, agents counsel, or affiliates shall be responsible for any breach of this Agreement third parties retained by any of its employeessuch Party, contractors, consultants, agents or affiliates and such Receiving Party agrees who have a need to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect know such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its their obligations under this Agreement. All ; provided that before disclosing any Proprietary Information to any officers, directors and employees of such reproductions shall bear Party and of its Affiliates, as well as consultants, counsel, or third parties retained by such Party, the same copyright and proprietary rights notices as are contained in or on the originalreceiving Party will require such person to comply with this Article XX.

Disclosure and Use. 20.2.1 XX.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (Representatives) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each XX.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 XX.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. XX.2.4 This Section 20.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 20.3.

Disclosure and Use. 20.2.1 19.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 19.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 19.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its agents, employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 . A Disclosing Party shall not disclose Proprietary Information shall not be reproduced by any directly to a Representative of the Receiving Party in any form except to without the extent (i) necessary to comply with prior written authorization of the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the originalReceiving Party.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect.. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 12716496.1 103008 1100C 00650405 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 17.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents ("REPRESENTATIVES") in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 17.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 17.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 SECTION 17.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 17.2.4 This SECTION 17.2 shall not apply to any Proprietary Information which the Receiving Party can establish to have: (a) been disclosed by the Receiving Party with the Disclosing Party's prior written consent; (b) become generally available to the public other than as a result of disclosure by a Receiving Party; (c) been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; (d) been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or (e) been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with SECTION 17.3.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective DateDate\: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Representatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. \ Since the terms of this Agreement are the result of Requesting Carrier’s adoption under Section 252(i) of the Act of the Allegiance Agreement, the Parties agree that the term “Effective Date,” for purposes of Section 20.2.1(a), shall mean ___________, 2002. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 Each Except as provided below or with the prior written consent of the Disclosing Party, the Receiving Party agrees that, from and after the Effective Date: will not: (a) all such Proprietary disclose any Confidential Information communicated or discoveredof the Disclosing Party other than on a need-to-know basis to its employees, whether beforeadvisors, on or after the Effective Datecontractors and permitted sublicensees, in connection with this Agreement shall be held in confidence solely to the same extent and only for the purpose of performing or exercising the Receiving Party’s rights and obligations under this Agreement; (b) except as such otherwise provided in this Agreement, use Confidential Information other than for fulfilling the obligations or exercising the rights of the Receiving Party holds under this Agreement; (c) make internal business copies or allow others to make copies of such Confidential Information except as is reasonably necessary to fulfill the Receiving Party’s obligations or exercise its own confidential informationrights under this Agreement; provided, that or (d) remove or export any such Confidential Information in violation of any applicable Legislation. The Receiving Party shall not use hold the Confidential Information of the Disclosing Party in strictest confidence at all times in perpetuity, and take all reasonable measures to protect the Confidential Information of the Disclosing Party, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own information of a similar nature, but in no event less than a reasonable standard degree of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it willcare, and will cause each of its employeespermitted sublicensees, contractorsand other authorized disclosees, consultantsto treat such Confidential Information, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing with at least the same restrictions as this Article XX; and (f) it will, and will cause each degree of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any care. The Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach ensure that all employees and independent contractor personnel of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such the Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use who receive Confidential Information of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each hereunder (including, without limitation, Source Code) have signed a written non-disclosure agreement with the Receiving Party making such disclosure that protects the Disclosing Party’s Confidential Information on terms that are no less protective of the Disclosing Party’s Confidential Information than the terms set forth herein. The Receiving Party shall notify ensure that all other third-party entities who receive Confidential Information of the Disclosing Party as soon as possible if it has knowledge of hereunder have signed a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any written non-disclosure agreement with the Receiving Party in any form except to the extent that (i) necessary to comply with protects the provisions Disclosing Party’s Confidential Information on terms that are no less protective of Section 20.3 the Disclosing Party’s Confidential Information than the terms set forth herein and (ii) reasonably necessary requires such entity to perform its obligations under this Agreement. All such reproductions shall bear the same copyright cause their employees and proprietary rights notices as are contained in or on the originalindependent contractor personnel to sign a similarly protective written non-disclosure agreement.

Disclosure and Use. 20.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) all such Proprietary Information communicated or discoveredcommunicated, whether before, on or after the Effective Date, to it or any of its contractors, consultants or agents (“Repre sentatives”) in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, provided that such Receiving Party or Representative shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents Affiliates or affiliates Representatives to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents Affiliates and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement;; and (d) it will, and will cause each of its agents, employees, contractors, consultants, agents Affiliates and affiliates Representatives to use such Proprietary Information only to effectuate the terms and conditions of perform its obligations under this Agreement or to use services provided by the Disclosing Party hereunder and for no other purpose;, including its own marketing purposes. (e) it will cause each 20.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representative, such Receiving PartyParty shall notify such Representative of such person's compliance obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent extent: (i) necessary to comply with the provisions of Section 20.3 20.3, and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.

Disclosure and Use. 20.2.1 28.2.1 Each Receiving Party agrees that, that from and after the Effective Date: (a) 28.2.1.1 all such Proprietary Information communicated shall be and shall remain the exclusive property of the Party that provides or discoveredcreates that information; 28.2.1.2 all Proprietary Information communicated, whether before, on or after the Effective Date, in connection with this Agreement to it or any of its employees, agents, contractors and consultants (collectively, “Representatives”) shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) 28.2.1.3 it will not, and it will not permit any of its employeesRepresentatives, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) 28.2.1.4 it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates Representatives who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will28.2.1.5 not to copy, and will cause each publish, or disclose such Proprietary Information to others or authorize anyone else to copy, publish, or disclose such Proprietary Information to others without the prior written approval of its employees, contractors, consultants, agents and affiliates the Disclosing Party; and 28.2.1.6 to use such Proprietary Information only to effectuate the terms and conditions for purposes of this Agreement fulfilling work or services performed hereunder and for no other purpose;purposes only upon such terms as may be agreed upon between the Parties in writing. (e) it will cause each 28.2.2 A Receiving Party may disclose Proprietary Information of a Disclosing Party to its affiliates Representatives who need to execute individual confidentiality agreements containing the same restrictions as know such information to perform their obligations under this Article XXAgreement; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such provided that before disclosing any Proprietary Information to create only that Derivative Information necessary for any Representatives, such Receiving Party's compliance Party shall notify such Representative of such person’s obligation to comply with Applicable Law or its performance under the terms of this Agreement. 20.2.2 . Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates Representatives and such Receiving Party agrees agrees, at its sole expense, to use its reasonable efforts (including court proceedings) to restrain its employees, contractors, consultants, agents or affiliates Representatives from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosureInformation. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. A Disclosing Party shall not disclose Proprietary Information directly to a Representative of the Receiving Party without the prior written authorization of the Receiving Party. 20.2.3 28.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of this Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original. 28.2.4 This Section shall not apply to any Proprietary Information which the 28.2.4.1 been disclosed by the Receiving Party with the Disclosing Party’s prior written consent; 28.2.4.2 become generally available to the public other than as a result of disclosure by a Receiving Party; 28.2.4.3 been independently developed by a Receiving Party by an individual who has not had knowledge of or direct or indirect access to such Proprietary Information; 28.2.4.4 been rightfully obtained by the Receiving Party from a third person without knowledge that such third person is obligated to protect its confidentiality; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third person has any such obligation; or 28.2.4.5 been obligated to be produced or disclosed by Applicable Law; provided that such production or disclosure shall have been made in accordance with Section 32.3.