Common use of Non-Disclosure and Non-Use of Confidential Information Clause in Contracts

Non-Disclosure and Non-Use of Confidential Information. a) Recipient agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information to any direct or indirect parent, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representative. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) Recipient agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but no event less than reasonable care) to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information only to its employees and any direct or indirect parent, majority-owned subsidiary or Affiliate, and their employees, agents and professional advisors, provided that such parry party agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. Koninklijke Philips Electronics N.V. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant Recipient to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order.Initials: / b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representative. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient Recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) Recipient A. The Confidential Information is provided for the sole purpose, and Representative agrees to use reasonable caresuch information for the sole purpose of the evaluation of the Potential Transaction (the “Business Purpose”). Representative shall not copy, but is reproduce, disclose, publish or disseminate any Confidential Information to anyone other than their trustees, employees and/or legal and financial advisors (under a duty of confidentiality no event less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for the Business Purpose, and Representative shall use at least the same degree of care that it uses used to protect its own confidential and proprietary information of similar importance to prevent the unauthorized use, disclosure, publication publications or dissemination of their own Confidential Information, but in any case no less than a reasonable degree of care. Company may disclose Representative xxxxxx agrees and acknowledges that Representative will be responsible for a breach of this agreement by the Representative and their trustees, employees and/or legal and financial advisors. B. Representative accepts the Confidential Information to any direct or indirect parentsolely for the Business Purpose and in connection with the discussions hereunder. Other than for the Business Purpose, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate Representative shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for benefit. Representative recognizes and acknowledges the competitive value of the Confidential Information and the damage that could result to the Disclosing Party if the Confidential Information were used or disclosed except as authorized by this Agreement. C. If Representative receives notice that they may be required or ordered by any purpose whatsoeverjudicial, governmental, or other than judicial or regulatory entity to disclose any Confidential Information, Representative shall (a) give the Purpose, without the Disclosing Party sufficient prior written approval of an authorized representative of Discloser notice in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or orderorder and, (b) at the Disclosing Party’s sole expense, cooperate with the Disclosing Party in seeking a protective order or other remedy to limit the disclosure of such Confidential Information to the extent required under this Agreement. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of D. If this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party Agreement or any of its subsidiaries, terms or any rights Confidential Information must be disclosed under any law, order, rule or options to acquire such ownership regulation, and in particular the California Public Records Act (including from a third party), unless such an action is taken in response to a third party that has publicly offered Cal. Gov. Code Section 6250 et. Seq.) Representative shall (within the meaning a) first give written notice of the federal securities intended disclosure to the Disclosing Party, within a reasonable time prior to the time when disclosure is to be made, (b) redact mutually agreed upon portions of this Agreement and any other Confidential Information to the fullest extent permitted under any applicable laws, rules and regulations, and (c) submit a request, to purchase a majority interest be mutually agreed upon by the parties, at the Disclosing Party’s sole expense, that such portions and other provisions of this Agreement and/or any other Confidential Information receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect strictest confidence to the voting securities of fullest extent permitted under the other party laws, rules or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase regulations of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representativeapplicable governing body. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) Recipient A. Each Receiving Party agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information will use the Confidential Information solely for the purpose of similar importance to prevent evaluating the unauthorized use, disclosure, publication or dissemination of Confidential InformationTransaction. Company may Each Receiving Party agrees that it will not disclose the Confidential Information to any direct or indirect parent, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound other than as expressly permitted by this Agreement Agreement. Any of the Confidential Information may be disclosed to a Party's Representatives if such Representatives reasonably need to know the Confidential Information for the purpose of evaluating the Transaction; provided, however, that each such Representative shall be informed by the Party of the need to maintain the confidential nature of the Confidential Information and the requirement that it not be used other than for the purpose described above. The Receiving Party shall be responsible for: (i) the failure of any of its Representatives to maintain the confidentiality of all Confidential Information to the same extent as Company is bound required of the Receiving Party hereunder; and Company agrees to be responsible for (ii) the use by any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient Representatives of the Confidential Information is to allow for any purpose other than the Recipient to evaluate and comment upon certain evaluation of the Transaction. The Receiving Party accepts Confidential Information so as to enable for the enable Transaction and in connection with the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (discussions regarding the “Purpose”)Transaction hereunder. Recipient agrees Other than for the Transaction, the Receiving Party shall not to use Confidential Information otherwise for its own or any third party’s 's benefit for any purpose whatsoever, other than the Purpose, or use without the prior written approval of an authorized representative of Discloser the Disclosing Party in each instance. Recipient may disclose Confidential Information if . B. If a Party or any of its Representatives is requested or required by applicable law, rule or regulation promulgated by governmental agency or stock exchange on which its common stock is listed (collectively, "Law"), including, without limitation, by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar legal process, to disclose any judicial or governmental requestConfidential Information, requirement or order; provided that Recipient will take reasonable steps to such Party shall promptly notify Discloser the other Party in writing of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of so that the other party, for a period of one (1) year from Party may seek an appropriate protective order or waive in writing compliance with the date provisions of this Agreement. If, neither party nor any in the absence of their affiliates (including any person a protective order or entity directly the receipt of a written waiver hereunder, a Party or indirectlyits Representatives is, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party or any opinion of its subsidiaries, or any rights or options to acquire such ownership (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose counsel addressed to the other party or any of its shareholders any mergerParty, business combination, restructuring, recapitalization or similar transaction required to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representative. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to disclose the Confidential Information not toor else stand liable for contempt or suffer other censure or material adverse consequence, such Party may disclose to any third person either that only such of the Recipient has received Confidential Information to the party compelling disclosure as is required by Law. In addition, each Party will assist the other Party, at its own expense, in obtaining a protective order or other reliable assurance that discussions or negotiations are taking place concerning a possible transaction between confidential treatment will be accorded the Recipient and Confidential Information disclosed pursuant to the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion terms of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosurethis paragraph.

Non-Disclosure and Non-Use of Confidential Information. a) Recipient A. The Confidential Information is provided for the sole purpose, and Representative agrees to use reasonable caresuch information for the sole purpose of the evaluation of the Potential Transaction (the “Business Purpose”). Representative shall not copy, but is reproduce, disclose, publish or disseminate any Confidential Information to anyone other than their trustees, employees and/or legal and financial advisors (under a duty of confidentiality no event less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for the Business Purpose, and Representative shall use at least the same degree of care that it uses used to protect its own confidential and proprietary information of similar importance to prevent the unauthorized use, disclosure, publication publications or dissemination of their own Confidential Information, but in any case no less than a reasonable degree of care. Company may disclose Representative hereby agrees and acknowledges that Representative will be responsible for a breach of this agreement by the Representative and their trustees, employees and/or legal and financial advisors. B. Representative accepts the Confidential Information to any direct or indirect parentsolely for the Business Purpose and in connection with the discussions hereunder. Other than for the Business Purpose, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate Representative shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for benefit. Representative recognizes and acknowledges the competitive value of the Confidential Information and the damage that could result to the Disclosing Party if the Confidential Information were used or disclosed except as authorized by this Agreement. C. If Representative receives notice that they may be required or ordered by any purpose whatsoeverjudicial, governmental, or other than judicial or regulatory entity to disclose any Confidential Information, Representative shall (a) give the Purpose, without the Disclosing Party sufficient prior written approval of an authorized representative of Discloser notice in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or orderorder and, (b) at the Disclosing Party’s sole expense, cooperate with the Disclosing Party in seeking a protective order or other remedy to limit the disclosure of such Confidential Information to the extent required under this Agreement. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of D. If this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party Agreement or any of its subsidiaries, terms or any rights Confidential Information must be disclosed under any law, order, rule or options to acquire such ownership regulation, and in particular the California Public Records Act (including from a third party), unless such an action is taken in response to a third party that has publicly offered Cal. Gov. Code Section 6250 et. Seq.) Representative shall (within the meaning a) first give written notice of the federal securities intended disclosure to the Disclosing Party, within a reasonable time prior to the time when disclosure is to be made, (b) redact mutually agreed upon portions of this Agreement and any other Confidential Information to the fullest extent permitted under any applicable laws, rules and regulations, and (c) submit a request, to purchase a majority interest be mutually agreed upon by the parties, at the Disclosing Party’s sole expense, that such portions and other provisions of this Agreement and/or any other Confidential Information receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect strictest confidence to the voting securities of fullest extent permitted under the other party laws, rules or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase regulations of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representativeapplicable governing body. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) 2.1 Recipient agrees to treat Confidential Information confidential and use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company Recipient may disclose the Confidential Information only to any direct its directors or indirect parent, majority-owned subsidiary or Affiliate, and their agents and professional advisorsemployees who have a need to know the Confidential Information for the Purpose, provided that such parry party agrees to be bound by this Agreement or comparable agreements to the same extent as Company Recipient is bound and Company Recipient agrees to be responsible for any breach by these entitiesemployees and directors. Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, agents and advisorsexcept as reasonably necessary to further the Purpose. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient All copies of the Confidential Information is will as of their creation become the property of Discloser. Recipient will return any and all tangible Confidential Information provided to allow it by Discloser and copies thereof, to Discloser within 30 days after Discloser’s written request, provided, however, Recipient shall destroy such information if Discloser elects so. In case of any breach of this agreement, the Recipient to evaluate and comment upon certain shall return the Confidential Information so and all copies thereof immediately. 2.2 The parties acknowledge and agree that they are part of organizations of one or more legal entities in different jurisdictions and that it may be required for them to provide information to their respective Subsidiaries (as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”defined below). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoeverTherefore, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. parties agree that a) Recipient may disclose Confidential Information to its Subsidiaries without Discloser’s consent, if and to the extent such disclosure is required by any judicial or governmental request, requirement or orderin order to fulfill the Purpose; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order.and b) In consideration of being finished Confidential Information, a disclosure to or by a party’s respective Subsidiaries shall be considered as disclosure to or by the respective party; and c) each party agrees that, without the prior written consent is responsible and liable for its respective Subsidiaries’ compliance and due delivery of the other party, for a period of one (1) year from obligations set out in this agreement. 2.3 For the date purposes of this Agreementagreement, neither “Subsidiaries” shall mean any subsidiary, in which a party nor any of their affiliates (including any person or entity holds, directly or indirectly, through one fifty percent (50%) or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets controlling or business or more than one (1%) percent of the outstanding securities issued by the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representativerights. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) Recipient agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but no event less than reasonable care) to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information only to its employees and any direct or indirect parent, majority-owned subsidiary or Affiliate, and their employees, agents and professional advisors, provided that such parry party agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. Koninklijke Philips Electronics N.V. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant Recipient to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representative. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient Recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.

Non-Disclosure and Non-Use of Confidential Information. a) A. The Confidential Information is provided for the sole purpose, and Recipient agrees to use reasonable caresuch information for the sole purpose of the evaluation of the Potential Transaction (the “Business Purpose”). Recipient shall not copy, but is reproduce, disclose, publish or disseminate any Confidential Information to anyone other than their employees and/or legal and financial advisors (under a duty of confidentiality no event less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for the Business Purpose, and Recipient shall use at least the same degree of care that it uses used to protect its own confidential and proprietary information of similar importance to prevent the unauthorized use, disclosure, publication publications or dissemination of their own Confidential Information, but in any case no less than a reasonable degree of care. Company may disclose Recipient hereby agrees and acknowledges that Recipient will be responsible for a breach of this agreement by the Recipient and their employees and/or legal and financial advisors. B. Recipient accepts the Confidential Information to any direct or indirect parentsolely for the Business Purpose and in connection with the discussions hereunder. Other than for the Business Purpose, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate Recipient shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for benefit. Recipient recognizes and acknowledges the competitive value of the Confident ia l Information and the damage that could result to the Disclosing Party if the Confident ia l Information were used or disclosed except as authorized by this Agreement. C. If Recipient receives notice that they may be required or ordered by any purpose whatsoeverjudicial, governmental, or other than judicial or regulatory entity to disclose any Confident ia l Information, Recipient shall (a) give the Purpose, without the Disclosing Party sufficient prior written approval of an authorized representative of Discloser notice in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or orderorder and, (b) at the Disclosing Party’s sole expense, cooperate with the Disclosing Party in seeking a protective order or other remedy to limit the disclosure of such Confidential Information to the extent required under this Agreement. b) In consideration of being finished Confidential Information, each party agrees that, without the prior written consent of the other party, for a period of one (1) year from the date of D. If this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the other party Agreement or any of its subsidiaries, terms or any rights Confidential Information must be disclosed under any law, order, rule or options to acquire such ownership regulation, Recipient shall (including from a third party), unless such an action is taken in response to a third party that has publicly offered (within the meaning a) first give written notice of the federal securities intended disclosure to the Disclosing Party, within a reasonable time prior to the time when disclosure is to be made, (b) redact mutually agreed upon portions of this Agreement and any other Confidential Information to the fullest extent permitted under any applicable laws, rules and regulations, and (c) submit a request, to purchase a majority interest be mutually agreed upon by the parties, at the Disclosing Party’s sole expense, that such portions and other provisions of this Agreement and/or any other Confidential Information receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party; (ii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect strictest confidence to the voting securities of fullest extent permitted under the other party laws, rules or any to its subsidiaries; (iii) form, join or in any way participate in a “group” (within the meaning of Xxxxxxx 00 (x)(0) xx xxx Xxxxxxxx Xxx) with respect to any voting securities of the other party or any of its subsidiaries; (iv) arrange any financing for the purchase regulations of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) otherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (unless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, advise, encourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representativeapplicable governing body. c) Recipient agrees that without the Discloser’s prior written consent, the Recipient shall not, and it shall direct its directors, officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the recipient has informed the Discloser, prior to such disclosure, that intends to make such disclosure.