Common use of Non-Disclosure and Confidentiality Clause in Contracts

Non-Disclosure and Confidentiality. Each Party agrees that the arrangements contained herein are confidential and shall not be disclosed to any other person or entity without the written consent of all Parties hereto (unless ordered to do so by a court of competent jurisdiction or otherwise required by applicable law or the rules and regulations of each stock exchange upon which the securities of any of the Parties is listed). The Parties acknowledge that each has received certain documents, materials and other information during the course of their respective evaluation and negotiation of this Agreement that are confidential in nature (the “Confidential Information”). Each of the Parties agrees that it shall not at any time utilize any Confidential Information made available to it pursuant to this Agreement except for the purpose of promoting the goals of or completing this Transaction, nor shall any receiving Party, directly or indirectly, disclose such Confidential Information regarding the others to any person or entity; provided, however, the receiving Party may disclose Confidential Information to members of its and its Affiliates’ boards of directors, managers, management employees, physicians and advisors with a need to know, subject to the conditions that the receiving Party: (a) notify such board members, managers, management employees, physicians and advisors that such Confidential Information is subject to the terms of a confidentiality agreement and (b) obtain such person’s agreement to maintain the confidentiality of such Confidential Information. For purposes of this Agreement, Confidential Information shall not include any information which: (1) a Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other; (2) is known to the public and did not become so known through the fault of the receiving Party; (3) becomes known to the public through no fault of the receiving Party; (4) is later lawfully acquired by a Party from other sources; (5) is required to be disclosed pursuant to the provisions of any state or United States statute or regulation issued by a duly authorized agency, board or commission thereof; or (6) is required to be disclosed by rule or order of any court of competent jurisdiction or otherwise required by law to be disclosed. Any information included in the Purchased Assets and Assumed Liabilities that was Sellers’ “Confidential Information” shall be deemed to be Purchaser’s “Confidential Information” immediately upon Closing, and Sellers shall, notwithstanding any exceptions set forth in the definition of “Confidential Information” set forth in subsection (1) above, be deemed to be the recipient of such “Confidential Information” and shall be bound by the restrictions contained in this Section 13.1.1 with respect to such information.

Non-Disclosure and Confidentiality. Each Party agrees To the extent nondisclosure is permissible under North Carolina law, the Parties agree that any and all knowledge, know-how, practices, process, or other Confidential Information disclosed or submitted in writing or in other tangible form which is designated as Confidential Information to either party by the arrangements contained herein are confidential other shall be received and maintained by the receiving party in strict confidence and shall not be disclosed to any third party. Furthermore, neither party shall use said Confidential Information for any purpose other person or entity without the written consent of all Parties hereto (unless ordered to do so by a court of competent jurisdiction or otherwise required by applicable law or the rules and regulations of each stock exchange upon which the securities of any of the Parties is listed)than those purposes specified in this Agreement. The Parties acknowledge that each has received certain documents, materials and other information during the course of their respective evaluation and negotiation of this Agreement that are confidential in nature (the “Confidential Information”). Each of the Parties agrees that it shall not at any time utilize any Confidential Information made available to it pursuant to this Agreement except for the purpose of promoting the goals of or completing this Transaction, nor shall any receiving Party, directly or indirectly, disclose such Confidential Information regarding the others to any person or entity; provided, however, the receiving Party parties may disclose Confidential Information to members either party’s employees requiring access thereto for the purposes of its this Agreement provided, however, that prior to making any such disclosures each such employee shall be apprised of the duty and obligation to maintain Confidential Information in confidence and not to use such information for any purpose other than in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, if a requesting party threatens to initiate legal proceedings or does initiate legal proceedings, University will promptly notify Sponsor and consult with Sponsor as to the specific request and its Affiliates’ boards of directors, managers, management employees, physicians and advisors with a need to know, subject applicability to the conditions that the receiving Party: (a) notify such board members, managers, management employees, physicians and advisors that such Confidential Information is subject to the terms of a confidentiality agreement and (b) obtain such person’s agreement to maintain the confidentiality of such Confidential Information. For purposes Further, if the requesting party initiates legal proceedings against University, Sponsor agrees, that as long as University has complied with the previous sentence, that University may implead Sponsor as a third-party defendant in any such proceedings, and Sponsor further agrees to indemnify and hold University harmless with respect to any and all losses, claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees (collectively, “costs”), which arise out of University's improper denial of a request for the Confidential Information (however, this indemnification obligation only applies to the extent that costs relate to the Confidential Information as opposed to information from other sources). The above obligations for Confidential Information shall be in effect for a period of five (5) years from the termination of the Agreement. Notwithstanding the foregoing, recipient’s obligations of confidentiality and non-use relating to product formulae, ingredients, trade secret or manufacturing know-how, will survive termination of this Agreement, Confidential Information shall not include any information which: (1) a Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other; (2) is known to the public and did not become so known through the fault of the receiving Party; (3) becomes known to the public through no fault of the receiving Party; (4) is later lawfully acquired by a Party from other sources; (5) is required to be disclosed pursuant to the provisions of any state or United States statute or regulation issued by a duly authorized agency, board or commission thereof; or (6) is required to be disclosed by rule or order of any court of competent jurisdiction or otherwise required by law to be disclosed. Any information included in the Purchased Assets and Assumed Liabilities that was Sellers’ “Confidential Information” shall be deemed to be Purchaser’s “Confidential Information” immediately upon Closing, and Sellers shall, notwithstanding any exceptions set forth in the definition of “Confidential Information” set forth in subsection (1) above, be deemed to be the recipient of such “Confidential Information” and shall be bound by the restrictions contained in this Section 13.1.1 with respect to such information.

Non-Disclosure and Confidentiality. Each Party agrees that the arrangements contained herein are confidential and shall not be disclosed to any other person or entity without the written consent of all Parties hereto (unless ordered to do so by a court of competent jurisdiction or otherwise required by applicable law or the rules and regulations of each stock exchange upon which the securities of any of the Parties is listed). The Parties acknowledge that each has received certain documents, materials and other information during the course of their respective evaluation and negotiation of this Agreement that are confidential in nature (the “Confidential Information”). Each of the Parties agrees that it shall not at any time utilize any Confidential Information made available to it pursuant to this Agreement except for the purpose of promoting the goals of or completing this Transaction, nor shall any receiving Party, directly or indirectly, disclose such Confidential Information regarding the others to any person or entity; provided, however, the receiving Party may disclose Confidential Information to members of its and its Affiliates’ boards of directors, managers, management employees, physicians and advisors with a need to know, subject to the conditions that the receiving Party: (a) notify such board members, managers, management employees, physicians and advisors that such Confidential Information is subject to the terms of a confidentiality agreement and (b) obtain such person’s agreement to maintain the confidentiality of such Confidential Information. For purposes of this Agreement, Confidential Information shall not include any information which: (1) a Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other; (2) is known to the public and did not become so known through the fault of the receiving Party; (3) becomes known to the public through no fault of the receiving Party; (4) is later lawfully acquired by a Party from other sources; (5) is required to be disclosed pursuant to the provisions of any state or United States statute or regulation issued by a duly authorized agency, board or commission thereof; or (6) is required to be disclosed by rule or order of any court of competent jurisdiction or otherwise required by law to be disclosed. Any information included in the Purchased Assets and Assumed Liabilities that was Sellers’ “Confidential Information” shall be deemed to be Purchaser’s “Confidential Information” immediately upon Closing, and Sellers shall, notwithstanding any exceptions set forth in the definition of “Confidential Information” set forth in subsection (1) above, be deemed to be the - 49 - recipient of such “Confidential Information” and shall be bound by the restrictions contained in this Section 13.1.1 with respect to such information.

Non-Disclosure and Confidentiality. Each Party agrees that the arrangements contained herein are Buyer and Seller will keep Confidential Information (as hereinafter defined) confidential and shall will not be disclosed to any other person or entity without the written consent of all Parties hereto (unless ordered to do so by a court of competent jurisdiction or otherwise required by applicable law or the rules and regulations of each stock exchange upon which the securities of any of the Parties is listed). The Parties acknowledge that each has received certain documents, materials and other information during the course of their respective evaluation and negotiation of this Agreement that are confidential in nature (the “Confidential Information”). Each of the Parties agrees that disclose it shall not at any time utilize any Confidential Information made available to it pursuant to this Agreement except for the purpose of promoting the goals of or completing this Transaction, nor shall any receiving Party, directly or indirectly, disclose such Confidential Information regarding the others to any person or entity; provided, however, the receiving Party may disclose Confidential Information to members of its and its Affiliates’ boards of directors, managers, management employees, physicians and advisors with a need to know, subject to the conditions that the receiving Partyexcept for required disclosures: (a) notify such board members, managers, management employees, physicians and advisors that regulatory officials having jurisdiction over the party; (b) to the party’s Representatives (as hereinafter defined) who reasonably need to know such Confidential Information in connection with the performance of such party’s obligation under this Agreement (it being understood that such Representatives shall be informed of the confidential nature of such Confidential Information and shall be required by the party to treat such Confidential Information confidentially); (c) as otherwise required by law or legal process; or (d) as otherwise authorized by the other parties in writing. If a party is subject requested to disclose any Confidential Information pursuant to subpart (c) above, such party shall make reasonable efforts to notify the other parties of the request, if lawfully permitted to do so, so that such other parties may attempt, if desired, to seek a protective order with regard to the terms of a confidentiality agreement and (b) obtain such person’s agreement to maintain the confidentiality disclosure of such Confidential Information. For purposes The confidentiality and nondisclosure provisions of this Agreement, Confidential Information Section shall not include apply to any information whichthat: (1) a Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other; (2i) is known or becomes generally available to the public and did not become so known through the fault other than as a result of a breach of this Agreement by a party or any Representative of a party; (ii) is or becomes available to a party or its Representatives from a source (other than one of the receiving Partyother parties) that is not known by the first party or its Representatives to be subject to a duty of confidentiality with respect thereto; or (iii) is or was independently developed by the party or its Representatives without using any Confidential Information. The confidentiality and non- disclosure provisions of this Section shall survive closing and terminate three (3) becomes known to years from the public through no fault of the receiving Party; (4) is later lawfully acquired by a Party from other sources; (5) is required to be disclosed pursuant to the provisions of any state or United States statute or regulation issued by a duly authorized agencydate hereof. For purposes herein, board or commission thereof; or (6) is required to be disclosed by rule or order of any court of competent jurisdiction or otherwise required by law to be disclosed. Any information included in the Purchased Assets and Assumed Liabilities that was Sellers’ “Confidential Information” shall include, but not be deemed to be Purchaser’s “Confidential Information” immediately upon Closinglimited to, the fact of negotiations between the parties for the purchase and sale of assets contemplated hereby, any versions of or excepts from any draft documents associated with the transactions contemplated hereby, any communications between the parties in connection with such negotiations, any trade secrets or non-public information respecting Xxxxxxx Shores Estates Water Company or the Business, finances, marketing plans, strategies, methods, know-how, formulae, techniques, systems, processes, customer/account lists, projects, pricing methodologies, prospects, plans and proposals, in each case respecting Xxxxxxx Shores Estates Water Company, its affiliates, and Sellers shallthe Business, notwithstanding any exceptions set forth in whether disclosed prior to or during the definition negotiation of “Confidential Information” set forth in subsection (1) abovethis Agreement. Also for purposes herein, be deemed to be the recipient of such “Confidential Information” "Representatives" shall mean each party and shall be bound by the restrictions contained in this Section 13.1.1 with respect to such information.its respective affiliates, and its and their respective directors, officers, members, managers, employees, agents, accountants, legal counsel, auditors, business consultants, appraisers, environmental consultants and similar professional advisors. Exhibit A