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

Non-Disclosure and Non-Use. During the term of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance of the Services and for no other purpose, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, and (iii) discloses only that portion of such Confidential Information that is required to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) Consultant cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if Consultant unlawfully accesses trade secrets by unauthorized means.

Non-Disclosure and Non-Use. During Without the term of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance prior written Consent of the Services and for no other purposeBuyer, and to not cause during the Restricted Period, none of the Seller, the Members nor their Affiliates shall disclose or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services Proprietary and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, which any of their respective officers, managers, directors, employees, counsel or accountants, may now possess or may hereafter create or obtain and (iii) discloses only that portion of such Proprietary and Confidential Information that is required shall not be published, disclosed, or made accessible by any of them to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency Person or entity and (ii) Consultant cannot be held criminally or civilly liable under used by any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federalof them, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this immunity Agreement by such party or any of its Affiliates and representatives (ii) as becomes available to such party on a non-confidential basis from liabilitya source other than any other party hereto or such other party’s Affiliates or representatives, Consultant provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy, (iii) as may be held liable if Consultant unlawfully accesses trade secrets required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, or as may be otherwise required by unauthorized meansapplicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in the case of clauses (i), (iii), and (iv), the Person intending to disclose Proprietary and Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During the term Pre-Closing Period, neither any Equityholder nor any of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance of the Services and for no other purpose, and to not cause their respective Affiliates shall disclose or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to and all knowledge, information or documents of a confidential or proprietary nature or not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except generally known to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment public with respect to such this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”), which any of their respective officers, managers, directors, employees, counsel or accountants, may now possess or may hereafter create or obtain, and (iii) discloses only that portion of such Confidential Information that is required shall not be published, disclosed or made accessible by any of them to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency Person or entity and (ii) Consultant cannot be held criminally or civilly liable under used by any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federalof them, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding such party may disclose or use any such information: (i) as has become generally available to the public other than through a breach of this immunity Agreement by such party or any of its Affiliates or representatives; (ii) as becomes available to such party on a non-confidential basis from liability, Consultant a source other than any other party hereto or such other party’s Affiliates or representatives; provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; (iii) as may be held liable if Consultant unlawfully accesses trade secrets required in any report, statement or testimony required to be submitted to any Governmental Authority having or claiming to have jurisdiction over it, or as may be otherwise required by unauthorized meansApplicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; (iv) as may be required to obtain any Governmental Authority approval or consent required in order to consummate the transactions contemplated by this Agreement; or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in any case, the Person intending to disclose Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During Without the term of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance prior written Consent of the Services and for no other purposeBuyer, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, neither the Seller nor cause or assist any person or entity to, directly or indirectly, its Affiliates shall disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing confidential information of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to the Business, which any of their respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such Confidential Informationinformation shall not be published, and (iii) discloses only that portion disclosed, or made accessible by any of such Confidential Information that is required them to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency Person or entity and (ii) Consultant cannot be held criminally or civilly liable under used by any federal or state trade secret law for disclosing a trade secret (y) of them, except pending the Closing, in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; Business provided, however, that notwithstanding such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this immunity Agreement by such party or any of its Affiliates and representatives (ii) as becomes available to such party on a non-confidential basis from liabilitya source other than any other party hereto or such other party's Affiliates or representatives, Consultant provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy (iii) as may be held liable if Consultant unlawfully accesses trade secrets required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by unauthorized meansATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's rights under this Agreement; provided, further, however, that in the case of clauses (iii) and (iv), the Person intending to disclose confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the term confidentiality of the Confidential Information, and in consideration of the Discloser making it available to the Recipient, the Parties hereby further agree that during the Term of this Agreement and thereafterfor a period of [***] years thereafter (or, Consultant agrees: with respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information solely in connection with for personal gain or to advance or support its business ventures or the performance business ventures of the Services Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (bc) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Discloser’s Confidential Information that may come to Consultantas it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required unauthorized disclosure, (ii) cooperates reasonably with the Company in Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any Company effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, and (iii) discloses only that portion liability resulting from use of such the Confidential Information that is required to be disclosed. For by the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) Consultant cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if Consultant unlawfully accesses trade secrets by unauthorized meansother.

Non-Disclosure and Non-Use. During Without the term of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance prior written consent of the Services and for no other purposeCompany, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, neither the Executive nor cause or assist any person or entity to, directly or indirectly, his/her affiliates shall disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, confidential information of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to the Business, which any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company with respect to the Business and such Confidential Informationinformation shall not be published, and (iii) discloses only that portion disclosed or made accessible by any of such Confidential Information that is required them to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency Person or entity and (ii) Consultant cannot be held criminally or civilly liable under used by any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federalof them, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding the Executive may disclose or use any such information (i) as has become generally available to the public other than through a breach of this immunity Agreement by the Executive or any of its affiliates and representatives, (ii) as becomes available to the Executive on a non-confidential basis from liabilitya source other than any other party hereto or such other party’s affiliates or representatives, Consultant provided that such source is not known or reasonably believed by the Executive to be bound by a confidentiality agreement or other obligations of secrecy, (iii) as may be held liable if Consultant unlawfully accesses trade secrets required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, or as may be otherwise required by unauthorized meansapplicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish the Executive’s rights under this Agreement; provided, further, that in the case of clauses (i), (iii), and (iv), the Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information.

Non-Disclosure and Non-Use. During Without the term prior written Consent of the Buyer, none of the XX Xxxxxxx shall disclose or use any Proprietary and Confidential Information of any entity within the Acquired Group, which any of its officers, managers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to and such Proprietary and Confidential Information shall not be published, disclosed, or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement or any other confidentiality agreement or obligation of secrecy by any of the Sellers or any of its Affiliates and thereafterrepresentatives, Consultant agrees: (aii) as becomes available to use Confidential Information solely such party on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates or representatives, provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy, (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any governmental approval or Consent required in order to consummate the performance transactions contemplated by this Agreement or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in the case of clauses (iii), (iv) and (v) above the Services and for no other purpose, and Person intending to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant confidential information will promptly notify the Company in writing of any misuseparty to whom it is obliged to keep such information confidential and, misappropriationto the extent practicable, or unauthorized provide such party a reasonable opportunity to prevent public disclosure of Confidential Information that may come to Consultant’s attentionsuch information. Notwithstanding the foregoing, the Clearview Shareholder, the Northstar Shareholder and their respective Affiliates may disclose information related to the extent Consultant is required Group’s results of operations for any period prior to disclose Closing to its or their current and future investors, including potential investors; provided that each current, future or potential investor be advised of the confidential nature of such information and the Clearview Shareholder or Northstar Shareholder, as applicable, shall be responsible for any Confidential Information disclosure of such information by such investor that would be in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, and (iii) discloses only that portion of such Confidential Information that is required to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) Consultant cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if Consultant unlawfully accesses trade secrets by unauthorized means7.1.

Non-Disclosure and Non-Use. During Without the term of this Agreement and thereafter, Consultant agrees: (a) to use Confidential Information solely in connection with the performance prior written consent of the Services and for no other purposeCompany, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, neither the Executive nor cause or assist any person or entity to, directly or indirectly, the Executive’s affiliates shall disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, confidential information of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential treatment with respect to the Business, which any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company with respect to the Business and such Confidential Informationinformation shall not be published, and (iii) discloses only that portion disclosed or made accessible by any of such Confidential Information that is required them to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency Person or entity and (ii) Consultant cannot be held criminally or civilly liable under used by any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federalof them, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding the Executive may disclose or use any such information (i) as has become generally available to the public other than through a breach of this immunity Agreement by the Executive or any of its affiliates and representatives, (ii) as becomes available to the Executive on a non-confidential basis from liabilitya source other than any other party hereto or such other party’s affiliates or representatives, Consultant provided that such source is not known or reasonably believed by the Executive to be bound by a confidentiality agreement or other obligations of secrecy, (iii) as may be held liable if Consultant unlawfully accesses trade secrets required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, or as may be otherwise required by unauthorized meansapplicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish the Executive’s rights under this Agreement; provided, further, that in the case of clauses (i), (iii), and (iv), the Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information.

Non-Disclosure and Non-Use. During The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the term confidentiality of the Confidential Information, and in consideration of the Discloser making it available to the Recipient, the Parties hereby further agree that during the Term of this Agreement and thereafterfor a period of [***] years thereafter (or, Consultant agreeswith respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information solely in connection with for personal gain or to advance or support its business ventures or the performance business ventures of the Services Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose, and to not cause or assist any person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (bc) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all reasonable measures to protect the secrecy, and to prevent the unauthorized use or disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Discloser’s Confidential Information that may come to Consultantas it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required unauthorized disclosure, (ii) cooperates reasonably with the Company in Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any Company effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, and (iii) discloses only that portion liability resulting from use of such the Confidential Information that is required to be disclosed. For by the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) Consultant cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Consultant may be held liable if Consultant unlawfully accesses trade secrets by unauthorized meansother.