Common use of Duty of Confidentiality Clause in Contracts

Duty of Confidentiality. NFA informs the Sublicensee and Sublicensee takes note that it is aware that all data learns of under this Agreement is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret is deemed to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent of the other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performance.

Duty of Confidentiality. NFA informs Each Party acknowledges that (a) it has received Confidential Information of the Sublicensee other Party prior to the Effective Date under a prior confidentiality agreement and Sublicensee takes note in furtherance of entering into this Agreement, and (b) it may acquire Confidential Information of the other Party in connection with its performance of its obligations set forth in this Agreement. Any Party disclosing Confidential Information hereunder shall clearly xxxx such Confidential Information using words such as “confidential” or “proprietary” or other words clearly indicating its confidential nature and, with respect to Confidential Information disclosed orally, shall provide a written summary of such Confidential Information and confirm the confidential nature of any such Confidential Information in writing within thirty (30) days of its disclosure. During the term of this agreement and for five (5) years after the Term, each Party shall hold all Confidential Information of the other Party in confidence, using the same degree of care to prevent unauthorized disclosure or access that it is aware that all data learns uses with its own confidential information of under this Agreement is similar type (but in no event using less than a reasonable degree of care), and shall not publicly accessible comprises NFA’s trade secret. disclose such Confidential Information comprising trade secret is deemed to beothers, for instance: information concerning NFA’s current market position + internal organizationallow others to access it, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret it in any way, directly or indirectly, in its own favor commercially or otherwise, except in furtherance of performing its obligations under this Agreement; provided, however, that each Party may disclose Confidential Information to its Affiliates and to its and their attorneys, accountants and other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes confidential advisors who need to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely know such information for the purposes hereofpurpose of assisting such Party in connection with the transactions contemplated herein or the subject matter hereof that are bound by a duty of confidentiality of even scope herewith and to bona fide potential investors, acquirers, or lenders that are bound by confidentiality agreements of even scope herewith. The Parties agree Any Confidential Information transmitted to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term an employee or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent affiliate of the other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure receiving Party shall be strictly limited only considered as transmitted to that the receiving Party. Any information which is required for such performancedisclosed by an employee or affiliate of the disclosing Party shall be considered to be disclosed by the disclosing Party.

Duty of Confidentiality. NFA informs the Sublicensee and Sublicensee takes note 12.1 Each Party recognises that it is aware that all data learns of under this Agreement is not publicly accessible comprises NFA’s trade secret. it may receive Confidential Information comprising trade secret is deemed belonging to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes the other. 12.2 Each Party agrees to maintain complete confidentiality regarding this trade secret and treat all Confidential Information belonging to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction other as confidential and not to allow disclose such Confidential Information or any other confidential information relating to the trade secret Employer or the Services arising or coming to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than attention in the interest course of NFA and in accordance with its instructions. The Sublicensee undertakes providing the Services to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement Employer to any third party without the prior written consent of the other Party, unless Party and agrees not to use such Confidential Information for any purpose other than that for which it is required by legal obligation or limited only supplied under this Agreement. 12.3 The obligations of confidence referred to their respective attorneys, accountants, lending banksin Clause 12.2 shall not apply to any Confidential Information which: a) is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to such that information; or b) is obtained from a third party without that third party being under an obligation (express or parties as may be required implied) to carry out and perform keep the information confidential; or c) is lawfully in the possession of the other Party before the date of this Agreement and in respect of which that Party is not under an existing obligation of confidentiality; or d) is independently developed without access to the Confidential Information of the other Party. 12.4 Each Party will be permitted to disclose Confidential Information to the extent that it is required to do so: a) to enable the disclosing party to perform its obligations under this Agreement; or b) by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Consultant acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the Employer may nevertheless be obliged to disclose such event, confidential information; or c) by any Regulatory Body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or d) in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such disclosure Confidential Information confidential. 12.5 The Consultant shall be strictly limited ensure that all Confidential Information obtained from the Employer under or in connection with this Agreement:- a) is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; b) is treated as confidential and not disclosed (without the Employer’s prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; c) where it is considered necessary in the opinion of the Employer the Consultant shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 12.6 Nothing in this Clause 12 shall prevent the Employer:- a) disclosing any Confidential Information for the purpose of:- (i) the examination and certification of the Employer’s accounts; or (ii) any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Employer has used its resources; or b) disclosing any Confidential Information obtained from the Consultant:- (i) to any other department, office or Employer of the Crown; or (ii) to any person engaged in providing any services to the Employer for any purpose relating to or ancillary to this Agreement or any person conducting an Office of Government Commerce gateway review; c) provided that in disclosing information under Clause 12.6 (a) or (b) the Employer discloses only the information which is required necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. 12.7 During the Consultancy Period and at anytime after termination of the Consultant’s appointment under this Contract, the Consultant shall not: a) publish any statement, orally or in writing, relating to the Employer which might damage the Employer’s reputation or that of any of its officers or employees; b) make any communication to the press or any journalist or broadcaster touching or concerning the Contract or the performance of it by either party without the prior written approval of the Nominated Officer save where such performancedisclosure is in the public interest. 12.8 Nothing in this Clause 12 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

Duty of Confidentiality. NFA informs 2.1 The Receiving Party is obliged to maintain confidentiality about all confidential information which becomes known to him or her or has become known to him or her during his or her activity, as well as not to exploit or imitate it. In particular, he or she shall use confidential information exclusively for the Sublicensee purpose of the contract negotiations with the Revealing Party and Sublicensee takes note shall not acquire it except for that purpose. In particular, the Receiving Party is prohibited from obtaining confidential information by reverse engineering a product or object, in which such confidential information is embodied. 2.2 Without prior consent of the Revealing Party, the Receiving Party is prohibited from disclosing confidential information to third parties (including employees or other workers of the Receiving Party), unless they depend on the knowledge of such confidential information for the fulfilment of the purpose agreed upon with the Revealing Party and the Receiving Party, provided that it is aware ensured that all data learns of under this Agreement is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret is deemed to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for is aware of the purposes hereof. The Parties agree to keep strictly confidential all terms content and conditions scope of the rights and financial matters obligations arising from this Agreementagreement and complies with them. 2.3 The Receiving Party shall, at the request of the Revealing Party, provide the Revealing Party with a list of persons who have received confidential information. 2.4 The duty of confidentiality does not exist insofar as the Receiving Party is obliged by law or on the basis of a court or official decision to disclose confidential information. Neither party In this case, the Receiving Party shall disclose any term inform the Revealing Party immediately and at least in text form before disclosure. When disclosing the information, the Receiving Party shall point out that the information is confidential and, in the case of trade secrets according to Section 2 no. 1 GeschGehG, shall also work towards ensuring that appropriate confidentiality measures are taken. 2.5 The duty of confidentiality shall also apply after completion of the negotiations between the Parties. Insofar as the Receiving Party is unreasonably impaired in his professional advancement by this post-contractual duty of confidentiality, he or condition of this Agreement she may demand that the Revealing Party releases him or any financial matter arising her from this Agreement to any third party without the written consent of the other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performanceobligation.

Duty of Confidentiality. NFA informs the Sublicensee 25.1 Subject to Clause 25.2, each party must: (a) keep all Confidential Information confidential and Sublicensee takes note that not disclose it is aware to any person; and (b) ensure that all data learns the following do the same: (i) its representatives; (ii) each person connected with it; (iii) the representatives of each connected person. 25.2 A party may disclose or allow disclosure of Confidential Information: (a) to its representative, officers, auditors, insurers, employees or professional advisers to the extent necessary to enable the party to perform or enforce of any of its duties or rights under this Agreement Agreement; (b) to any of its permitted transferees; (c) when disclosure is not required by (i) law, (ii) the rules or any order of any court, tribunal or agency of competent jurisdiction; or (iii) regulatory or governmental body which has jurisdiction over it or any of its Affiliates (including, without limitation, where disclosure of information is required for the purposes of complying with any mandatory reporting obligations); (d) to the extent the Confidential Information has become publicly accessible comprises NFA’s trade secret. available or generally known to the public at the time of the disclosure other than as a result of a breach of this Clause; or (e) to a relevant tax authority to the extent necessary for the proper management of the taxation affairs of that party or any of its Affiliates; or (f) if it has the prior written approval of the other party to the disclosure. 25.3 If a party intends to disclose Confidential Information comprising trade secret is deemed in a way allowed by Clause 25.2(c), it must to be, for instance: the extent reasonably practicable: (a) give the other party advance notice of the fact and a copy of the information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes which it intends to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to disclose; (b) allow the trade secret other party to be disclosed to any unauthorized person at any time after make representations or objections about the date hereof. This obligation disclosure; and (c) take into account the reasonable representations and objections the other party makes. 25.4 The duties in this Clause shall continue to bind the Sublicensee even apply after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret ends without limit in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etctime.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent of the other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performance.

Duty of Confidentiality. NFA informs the Sublicensee and Sublicensee takes note Each Party acknowledges that it is aware that all data learns may acquire Confidential Information of under the other Party in connection with its performance of its obligations set forth in this Agreement. During the Term of this Agreement is not publicly accessible comprises NFA’s and for ten (10) years after the Term (but, with respect to any Confidential Information constituting a trade secret. , for the later of ten (10) years until such time that such Confidential Information comprising no longer qualifies for protection as a trade secret is deemed under applicable law), each Party shall hold all Confidential Information of the other Party in confidence, using the same degree of care to beprevent unauthorized disclosure or access that it uses with its own confidential information of similar type (but in no event using less than a reasonable degree of care), for instance: information concerning NFA’s current market position + internal organizationand shall not disclose such Confidential Information to others, information on NFA’s publishing planallow others to access it, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret it in any way, directly or indirectly, in its own favor commercially or otherwise, except in furtherance of performing its obligations under this Agreement; provided, however, that (a) each Party may disclose Confidential Information to its Affiliates and to its and their attorneys, accountants and other than confidential advisors who need to know such information for the purpose of assisting such Party in connection with the transactions contemplated herein or the subject matter hereof who are bound by a duty of confidentiality of even scope herewith, and (b) each Party shall have the right to disclose the existence of, and the terms and conditions of, this Agreement (subject to reasonable redaction) to any actual or bona fide prospective purchaser, investor, lender, joint venture or business partner or acquirer of all or a part of its business or assets, by merger, sale, and, in the interest case of NFA and XiMo, to any licensor of Existing XiMo Intellectual Property (to the extent required by such licensor as a condition to entering into a license agreement or to the extent required under such a license agreement), or otherwise, in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted each case provided that the recipient is bound by NFA to a third party solely for confidentiality agreement of even scope herewith; provided that the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement shall not be disclosed by a Party to any third party without the written consent that is a competitor of the other Party, unless it is required by legal obligation . Any Confidential Information transmitted to an employee or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure Affiliate of the receiving Party shall be strictly limited only considered as transmitted to that the receiving Party. Any information which is required for such performancedisclosed by an employee or Affiliate of the disclosing Party shall be considered to be disclosed by the disclosing Party.

Duty of Confidentiality. NFA informs the Sublicensee 24.1 Subject to Clauses 24.2 and Sublicensee takes note that 24.3, each party must: (a) keep all Confidential Information confidential and not disclose it is aware to any person; and (b) ensure that all data learns the following do the same: (c) its representatives; (i) each person connected with it; and (ii) the representatives of each connected person. 24.2 A party may disclose or allow disclosure of Confidential Information: (a) to its representative, officers, employees auditors, insurers or professional advisers to the extent necessary to enable the party to perform or enforce any of its duties or rights under this Agreement Agreement; (b) to any of its permitted transferees; (c) when disclosure is not required by (i) law, (ii) the rules or any order of any court, tribunal or agency of competent jurisdiction; or (iii) regulatory or governmental body which has jurisdiction over it or any of its Affiliates (including, without limitation, where disclosure of information is required for the purposes of complying with any mandatory reporting obligations); (d) to the extent the Confidential Information has become publicly accessible comprises NFA’s trade secret. available or generally known to the public at the time of the disclosure other than as a result of a breach of this Clause 24; or (e) to a relevant tax authority to the extent necessary for the proper management of the taxation affairs of that party or any of its Affiliates; or if it has the prior written approval of the other party to the disclosure. 24.3 We may also disclose or allow disclosure of your Confidential Information comprising trade secret is deemed to be(i) our Affiliates, (ii) business partners, suppliers and subcontractors for instance: the performance of any contract we enter into with them or you, (iii) credit referencing agencies, identity checking agencies and other third parties in order to prevent fraud or help to verify your credit rating and identity, in each case, on the understanding that they keep it confidential. 24.4 If a party intends to disclose Confidential Information in a way allowed by Clause 24.2(c), it must to the extent reasonably practicable: (a) give the other party advance notice of the fact and a copy of the information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes which it intends to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to disclose; (b) allow the trade secret other party to be disclosed to any unauthorized person at any time after make representations or objections about the date hereof. This obligation disclosure; and (c) take into account the reasonable representations and objections the other party makes. 24.5 The duties in this Clause 24 shall continue to bind the Sublicensee even apply after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret ends without limit in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etctime.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent of the other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performance.

Duty of Confidentiality. NFA informs 5.1 The Parties shall keep the Sublicensee contents of this Agreement and Sublicensee takes note any Participation Order confidential. Furthermore, each Party shall keep confidential all written and/or oral information or data provided by the other Party in connection with the performance of this Agreement and any Participation Order, which it knows or should reasonably assume to be confidential and/or of a confidential nature. The source data, the benchmarks, the financial and statistical data, and business information relating to a Party's internal operations shall in any case be regarded as confidential information in this respect. Information and data shall not be regarded as confidential if they (i) were already known to the general public before the date of this Agreement, (ii) become known to the general public in a manner other than disclosure by a Party or (iii) have been lawfully acquired by a Party or have become lawfully known to a Party before this information and/or data was made available to that Party. 5.2 The Party receiving confidential information and/or data shall only use it for the purpose for which it has been provided and shall not disclose it or otherwise make it available to third parties in any way whatsoever without the other Party's prior written consent, except to the extent contemplated by this Agreement and/or any Participation Order. 5.3 LOGEX is aware permitted to use confidential and other written and/or oral information obtained from Provider in the context of this Agreement for its own purposes and/or to use it for the purpose of preparing, amending, extending or improving benchmarks, provided that all no Personal Data is processed for this purpose outside the scope of this Agreement (e.g. by using the aggregated and/or anonymous processing results and not the personal data learns itself). 5.4 The Parties must require from their personnel and any third parties engaged by them for the performance of this Agreement and/or any Participation Order that they comply with the provisions of this Agreement. The Parties will only disclose confidential information entrusted to them under this Agreement to their personnel and third parties engaged by them if and insofar as this is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret is deemed to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely necessary for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions performance of and financial matters arising from this Agreement. Neither party shall . 5.5 Notwithstanding clause 5.1 above, LOGEX is permitted to disclose any term the fact that Provider is participating in ARWEN by using Provider’s name and logo on its website or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent of the in other Party, unless it is required by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required media for such performancemarketing purposes.

Duty of Confidentiality. NFA informs 41.1.1 Subject to clause 41.1.2, the Sublicensee parties shall, and Sublicensee takes note shall ensure that it their employees, agents and sub-contractors shall, keep confidential all information and documents received by them and/or accessed or viewed by them (including accidentally) in connection with and all matters relating to the Services and this Contract. 41.1.2 Clause 41.1.1 shall not apply to: (a) any disclosure of information that is aware that all data learns reasonably required by any person engaged in the performance of their obligations under this Agreement Contract for the performance of their obligations; (b) any matter which a party can demonstrate is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret already generally available and in the public domain otherwise than as a result of a breach of this clause 41; (c) any disclosure which is deemed required by Legislation or by an order of a court of competent jurisdiction, by any parliamentary obligation or the rules of any stock exchange or governmental or regulatory board having the force of law; (d) any disclosure of information which is already lawfully in the possession of the receiving party, prior to be, its disclosure by the disclosing party; (e) any disclosure by the Authority of information as may be reasonably required for instance: the purpose of conducting a due diligence exercise concerning any proposed Replacement Supplier or its advisers should the Authority decide to re-tender this Contract; (f) any registration or recording of the Necessary Consents and any property registration required; (g) any disclosure of information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing by the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed Authority to any unauthorized person at other department, office or agency of the government or their respective advisors for the purpose of the examination and certification of the Authority's accounts or any time after examination or investigation; (h) compliance with the date hereof. This obligation shall continue Freedom of Information Xxx 0000 and/or the Environmental Information Regulations 2004; or (i) any disclosure pursuant to bind the Sublicensee even after clause 51 (Transparency Requirements). 41.1.3 The Authority may disclose all matters relating to this Agreement is terminated. to NHS England and NHS Improvement and any successor. 41.1.4 The Sublicensee undertakes never to Supplier shall not make use of this trade secret Contract or any information issued or provided by or on behalf of the Authority in any way, directly or indirectly, in its own favor or otherwise, other connection with this Contract otherwise than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement to any third party without Contract, except with the written consent of the other PartyAuthority. 41.1.5 On or before the Termination Date the Service Provider shall ensure that all documents and/or computer records in its possession, unless it is required custody or control which relate to personal information of the Authority's employees, rate-payers or service users, are delivered up to the Authority or securely destroyed (as directed by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performancethe Authority).

Duty of Confidentiality. NFA informs The Recipient agrees that, at all times during the Sublicensee and Sublicensee takes note that it is aware that all data learns term of under this Agreement is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret is deemed to beand after its termination, for instance: information concerning NFA’s current market position + internal organizationit shall not, information on NFA’s publishing plannor permit any other person or entity to, marketing plans and upcoming campaignsdisclose, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration copy, reproduce, transmit or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any wayotherwise use, directly or indirectly, in for its own favor benefit or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions benefit of and financial matters arising from this Agreement. Neither party shall disclose any term or condition others, the Confidential Information of the other party, except as expressly authorized by this Agreement or any financial matter arising from this Agreement to any third party without the written consent of the Disclosing Party or to the extent necessary for performance of this Agreement. The Recipient shall maintain the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care as it takes to preserve and safeguard the confidentiality of its own confidential information of like nature, but in no event less than reasonable care. The Recipient agrees that it will disclose Confidential Information only to those of its employees and contractors who need to know such information, and, with respect to such contractors, who have previously agreed to be bound by the non- disclosure terms and conditions of this Agreement or a similar non-disclosure agreement, and, with respect to Provider, to its resellers, distributors, suppliers and third-party service providers and vendors and their employees who have a need to know the information in connection with providing the Software and/or the Services. However, the Recipient bears no responsibility for safeguarding the Confidential Information of the Disclosing Party that Recipient can document is: (a) publicly available other than through breach of this Agreement by the Receiving Party; (b) already in the Recipient’s possession prior to disclosure by the Disclosing Party and not subject to an obligation of confidentiality; (c) obtained by the Recipient from a third party who has full right of disclosure; or (d) independently developed by the Recipient without any reference to the Confidential Information of the Disclosing Party. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent any Confidential Information is required to be disclosed by the Recipient pursuant to a valid order of a court or other governmental, administrative or regulatory body; provided, however, that the Recipient shall, as applicable: (A) provide prior written notice to the Disclosing Party of any such obligation to disclose; (B) provide the Disclosing Party, unless it is required at the Disclosing Party’s sole cost and expense, a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Disclosing Party’s Confidential Information so disclosed be used only for the purposes for which the order was issued; and (C) cooperate with the efforts of the Disclosing Party and provide assistance as reasonably requested by legal obligation or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out the Disclosing Party. The Licensed Materials and perform the terms and conditions of this Agreement and in such event, such disclosure shall be strictly limited only to that information which is required for such performancedeemed Confidential Information of Provider.

Duty of Confidentiality. NFA informs 2.1 The Receiving Party will at all times hold the Sublicensee Confidential Information in strict confidence and Sublicensee takes note will not disclose, copy, reproduce, distribute or otherwise make available any of the Confidential Information to any person other than its Authorised Recipients (on condition that they will not disclose, copy, reproduce, distribute or otherwise make it is aware that all data learns of under this Agreement available to any other person who is not publicly accessible comprises NFA’s trade secret. an Authorised Recipient) without the prior written consent of the Disclosing Party. 2.2 The Receiving Party and its Authorised Recipients will use the Confidential Information comprising trade secret is deemed to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereofof evaluating the Disclosing Party’s Group and/or the Potential Transaction and/or negotiating and/or advising in connection with the Potential Transaction and not for any other purpose including, without limitation, to compete with the Disclosing Party’s Group in connection with any business carried on by it. 2.3 On written demand from the Disclosing Party, the Receiving Party will make available a list of its Authorised Recipients to whom Confidential Information has been given. 2.4 The Receiving Party will procure that each of its Authorised Recipients to whom Confidential Information is disclosed is made aware (in advance of disclosure) of the terms of the undertakings contained in this Agreement and will use its reasonable endeavours to procure that each such person adheres to the terms of such undertakings as if that person were a party to them. The Parties agree Receiving Party will be responsible for any breach of the undertakings contained in this Agreement by any of its Authorised Recipients. 2.5 The Receiving Party will exercise in relation to keep strictly confidential all terms the Confidential Information no lesser security measures and conditions degree of and financial matters arising from care as it applies to its own Confidential Information. 2.6 The Receiving Party shall notify the Disclosing Party as soon as practicable upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party (otherwise than as permitted by this Agreement. Neither party shall disclose ). 2.7 Notwithstanding any term or condition other provisions of this Agreement to the contrary: (a) Xxxxxxx Gold Corporation shall not disclose any Confidential Information of Randgold Resources Limited or any financial matter arising from this Agreement its Connected Persons to any third party without the written consent Acacia Mining plc; (b) no undertakings applicable to a Group Company of the other Party, unless it Xxxxxxx Gold Corporation shall apply to Acacia Mining plc; and (c) where Xxxxxxx Gold Corporation is required by legal obligation to procure that a member of its Group take or limited only to their respective attorneys, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such eventrefrain from taking any action, such disclosure requirement shall be strictly limited only to that information which is required for such performancenot apply in respect of Acacia Mining plc.

Duty of Confidentiality. NFA informs the Sublicensee and Sublicensee takes note 12.1 Each Party recognises that it is aware that all data learns of under this Agreement is not publicly accessible comprises NFA’s trade secret. it may receive Confidential Information comprising trade secret is deemed belonging to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes the other. 12.2 Each Party agrees to maintain complete confidentiality regarding this trade secret and treat all Confidential Information belonging to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction other as confidential and not to allow disclose such Confidential Information or any other confidential information relating to the trade secret Agency or the Services arising or coming to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than attention in the interest course of NFA and in accordance with its instructions. The Sublicensee undertakes providing the Services to use any materials (including graphic depictions, logos, trademarks, etc.) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement Agency to any third party without the prior written consent of the other Party, unless Party and agrees not to use such Confidential Information for any purpose other than that for which it is required by legal obligation or limited only supplied under this Agreement. 12.3 The obligations of confidence referred to their respective attorneys, accountants, lending banksin Clause 12.2 shall not apply to any Confidential Information which: a) is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to such that information; or b) is obtained from a third party without that third party being under an obligation (express or parties as may be required implied) to carry out and perform keep the information confidential; or c) is lawfully in the possession of the other Party before the date of this Agreement and in respect of which that Party is not under an existing obligation of confidentiality; or d) is independently developed without access to the Confidential Information of the other Party. e) Required to be disclosed to the Consultant’s legal advisers, auditors or insurers. 12.4 Each Party will be permitted to disclose Confidential Information to the extent that it is required to do so: a) to enable the disclosing party to perform its obligations under this Agreement; or b) by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Consultant acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the Agency may nevertheless be obliged to disclose such event, confidential information; or c) by any Regulatory Body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or d) in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such disclosure Confidential Information confidential. 12.5 The Consultant shall be strictly limited ensure that all Confidential Information obtained from the Agency under or in connection with this Agreement:- a) is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; b) is treated as confidential and not disclosed (without the Agency’s prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; c) where it is considered necessary in the opinion of the Agency the Consultant shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 12.6 Nothing in this Clause 12 shall prevent the Agency:- a) disclosing any Confidential Information for the purpose of:- (i) the examination and certification of the Agency’s accounts; or (ii) any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Agency has used its resources; or b) disclosing any Confidential Information obtained from the Consultant:- (i) to any other department, office or agency of the Crown; or (ii) to any person engaged in providing any services to the Agency for any purpose relating to or ancillary to this Agreement or any person conducting an Office of Government Commerce gateway review; c) provided that in disclosing information under Clause 12.6 (a) or (b) the Agency discloses only the information which is required necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. 12.7 During the Consultancy Period and at anytime after termination of the Consultant’s appointment under this Contract, (other than with the prior written permission of the Head of Legal Services) the Consultant shall not: a) publish any statement, orally or in writing, relating to the Agency which might damage the Agency’s reputation or that of any of its officers or employees; b) make any communication to the press or any journalist or broadcaster touching or concerning the Contract or the performance of it by either party without the prior written approval of the Nominated Officer save where such performancedisclosure is in the public interest. 12.8 Nothing in this Clause 12 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

Duty of Confidentiality. NFA informs the Sublicensee and Sublicensee takes note that it is aware that all data learns of under this Agreement is not publicly accessible comprises NFA’s trade secret. Information comprising trade secret is deemed to be, for instance: information concerning NFA’s current market position + internal organization, information on NFA’s publishing plan, marketing plans and upcoming campaigns, information on NFA’s new products and services. The Sublicensee undertakes to maintain complete confidentiality regarding this trade secret and to return - on NFA request - all documents containing the trade secret after terminating the collaboration or at any time upon NFA’s instruction and not to allow the trade secret to be disclosed to any unauthorized person at any time after the date hereof. This obligation shall continue to bind the Sublicensee even after this Agreement is terminated. The Sublicensee undertakes never to use this trade secret in any way, directly or indirectly, in its own favor or otherwise, other than in the interest of NFA and in accordance with its instructions. The Sublicensee undertakes to use any materials Each Party will (including graphic depictions, logos, trademarks, etc.a) acquired from NFA or entrusted by NFA to a third party solely for the purposes hereof. The Parties agree to keep strictly confidential all terms and conditions of and financial matters arising from this Agreement. Neither party shall disclose any term or condition of this Agreement or any financial matter arising from this Agreement to any third party without the written consent Confidential Information of the other Party, unless (b) use such Confidential Information only in the exercise of its rights under this or any other agreement with the other Party or in the course of performance of (i) its obligations with respect to the Projects, or (ii) any other obligations that it may have with respect to the other Party, and (c) disclose such Confidential Information within its organization only to those of its employees or consultants who (i) need to know it to perform the obligations or exercise the rights of such Party, and (ii) are under a similar obligation of confidence. Each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection. It will not be a violation by any Party of this Section 2.2 to disclose any information required to be disclosed by law or legal process. However, the Receiving Party promptly shall notify the Disclosing Party of the disclosure request to provide the Disclosing Party an opportunity to seek a protective order or otherwise prevent or limit such disclosure. Promptly following the request of the Disclosing Party and upon the termination or expiration of this Agreement, each Party will return to the Disclosing Party all of the Confidential Information the Disclosing Party delivered or disclosed, together with all copies thereof in the possession of the Receiving Party or any of its contractors, except such materials as the Receiving Party will then warrant to the Disclosing Party, in a writing signed by an officer of the Receiving Party, to have been destroyed, which shall include all electronic copies thereof, other than any Confidential Information that is in backup or archival storage or is required by to be retained for legal obligation or limited only to their respective attorneysaudit purposes, accountants, lending banks, or to such third party or parties as may be required to carry out and perform this Agreement and in such event, such disclosure which shall be strictly limited only to that information which is required for such performancekept confidential in accordance with this Section 2.