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

Non-Disclosure; Non-Use. Each Recipient shall protect and keep confidential all Confidential Information disclosed by the Discloser and shall not disclose such Confidential Information to anyone except for employees and subcontractors of the Recipient, all of whom (i) shall have a need to know such information for the purpose of performing the Recipient’s obligations or enjoying its rights under this Agreement and (ii) shall bound by confidentiality obligations at least as restrictive as the confidentiality provisions in this Agreement. In no event shall the Recipient use the Discloser’s Confidential Information for any use other than performing the Recipient’s obligations under this Agreement. Upon request of the Discloser. the Recipient shall return or destroy the Confidential Information of the Discloser and all copies thereof. Each Recipient shall use at least the same level of care with respect to maintaining the confidentiality of the Discloser’s Confidential Information that it uses with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care. No Recipient shall be deemed in breach of this Section Fourteen Paragraph B based on its disclosure or production of the Discloser’s Confidential Information in compliance with applicable law or a court order, and each Recipient shall, to the extent permitted under applicable law or court order, give the Discloser reasonable notice of any such required disclosure or production and an opportunity to attempt to preclude or limit the extent of such disclosure or production. Neither Discloser nor Recipient shall be deemed in breach of this Section Fifteen B based on its disclosure of this Agreement to its attorneys, accountants or other advisors, or subject to customary confidentiality arrangements any other party in connection with any contemplated or actual financing, business combination or sale or other strategic transaction.

Non-Disclosure; Non-Use. Each Recipient shall protect (a) Consultant acknowledges and keep agrees to hold in strict confidence and not use or disclose to third parties any and all information Consultant receives from or on behalf of Engaged Capital or any of its agents or representatives during the Term or information developed by Consultant during the Term based upon such information (collectively, “Confidential Information”), except for (i) information which was public at the time of disclosure or becomes part of the public domain without disclosure by Consultant, (ii) information which Consultant learns from a third party (other than Engaged Capital or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of confidentiality to Engaged Capital or its agents or representatives, (iii) information which is required to be disclosed by applicable law or (iv) information which Consultant is reasonably required to disclose to prosecute any action between Consultant and Engaged Capital or Consultant and the Company or its affiliates; provided, that in the event of any required disclosure pursuant to clause (iii), Consultant hereby agrees to notify, to the extent legally permitted, Engaged Capital promptly so that Engaged Capital may seek, solely at its own expense, a protective order or other appropriate remedy or, in Engaged Capital’s sole discretion, waive compliance with the terms of this Section 8; provided, further, that in the event that no such protective order or other remedy is obtained, or that Engaged Capital waives compliance with the terms of this Section 8, Consultant further agrees to furnish only that portion of the Confidential Information which Consultant is advised by counsel is legally required and, to the extent legally permitted, will cooperate with Engaged Capital’s efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information. (b) Consultant agrees that he will use all Confidential Information disclosed by the Discloser and shall not disclose such Confidential Information to anyone except for employees and subcontractors of the Recipient, all of whom (i) shall have a need to know such information solely for the purpose of performing the Recipient’s fulfilling his obligations or enjoying its rights under this Agreement and (ii) shall bound by confidentiality obligations at least as restrictive as the confidentiality provisions in this Agreement. In no event shall the Recipient responsibilities hereunder, and will not use the Discloser’s any such Confidential Information for any use other than performing purpose whatsoever. Following the Recipientexpiration or termination of this Agreement, Consultant shall not use, directly or indirectly, any Confidential Information. (c) To the extent Consultant receives any confidential information or trade secrets of any third party which is provided to Engaged Capital on the condition that Engaged Capital shall treat such information confidentially, then Consultant shall safeguard such confidential information and trade secrets in a manner consistent with Engaged Capital’s obligations under this Agreement. Upon request to such third party, but in any event shall safeguard the confidentiality of the Discloser. the Recipient shall return or destroy the such information in a manner no less favorable than he is obligated to do in order to protect Engaged Capital’s Confidential Information. (d) All Confidential Information provided to Consultant by or on behalf of the Discloser and Engaged Capital, all copies thereof. Each Recipient , and any studies, notes, records, analysis, compilations or other documents prepared by Consultant containing such Confidential Information, shall use at least be and remain the same level property of care with respect to maintaining Engaged Capital and, upon the confidentiality request of the Discloser’s a representative of Engaged Capital, all such Confidential Information that it uses with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care. No Recipient shall be deemed returned or, at Engaged Capital’s option, destroyed by Consultant, with such destruction confirmed by Consultant to Engaged Capital in breach of this Section Fourteen Paragraph B based on its disclosure or production of the Discloser’s Confidential Information in compliance with applicable law or a court order, and each Recipient shall, to the extent permitted under applicable law or court order, give the Discloser reasonable notice of any such required disclosure or production and an opportunity to attempt to preclude or limit the extent of such disclosure or production. Neither Discloser nor Recipient shall be deemed in breach of this Section Fifteen B based on its disclosure of this Agreement to its attorneys, accountants or other advisors, or subject to customary confidentiality arrangements any other party in connection with any contemplated or actual financing, business combination or sale or other strategic transactionwriting.

Non-Disclosure; Non-Use. Each Recipient shall protect (a) Consultant acknowledges and keep agrees to hold in strict confidence and not use or disclose to third parties any and all information Consultant receives from or on behalf of Xxxxxxx or any of its agents or representatives or information developed by Consultant based upon such information (collectively, "Confidential Information") , except for (a) information which was public at the time of disclosure or becomes part of the public domain without disclosure by Consultant, (b) information which Consultant learns from a third party (other than Xxxxxxx or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of confidentiality to Xxxxxxx or its agents or representatives or (c) information which is required to be disclosed by applicable law; provided, that in the event of any required disclosure pursuant to this clause (c), Consultant hereby agrees to notify Xxxxxxx promptly so that Xxxxxxx may seek a protective order or other appropriate remedy or, in Xxxxxxx'x sole discretion, waive compliance with the terms of this Section 9; provided, further, that in the event that no such protective order or other remedy is obtained, or that Xxxxxxx waives compliance with the terms of this Section 9, Consultant further agrees to furnish only that portion of the Confidential Information which Consultant is advised by counsel is legally required and will cooperate with Xxxxxxx'x efforts, to obtain assurance that confidential treatment will be accorded to the Confidential Information. (b) Consultant agrees that he will use all Confidential Information disclosed by the Discloser and shall not disclose such Confidential Information to anyone except for employees and subcontractors of the Recipient, all of whom (i) shall have a need to know such information solely for the purpose of performing the Recipient’s fulfilling his obligations or enjoying its rights under this Agreement and (ii) shall bound by confidentiality obligations at least as restrictive as the confidentiality provisions in this Agreement. In no event shall the Recipient responsibilities hereunder, and will not use the Discloser’s any such Confidential Information for any use other than performing purpose whatsoever. Following the Recipient’s obligations under expiration or termination of this Agreement. Upon request , Consultant shall not use, directly or indirectly, any Confidential Information. (c) To the extent Consultant receives any confidential information or trade secrets of any third party which is provided to Xxxxxxx on the Discloser. the Recipient condition that Xxxxxxx shall return or destroy the Confidential Information of the Discloser treat such information confidentially, then Consultant shall safeguard such confidential information and all copies thereof. Each Recipient trade secrets in a manner consistent with Xxxxxxx'x obligations to such third party, but in any event shall use at least the same level of care with respect to maintaining safeguard the confidentiality of the Discloser’s such information in a manner no less favorable than he is obligated to do in order to protect Xxxxxxx'x Confidential Information that it uses with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care. No Recipient shall be deemed in breach of this Section Fourteen Paragraph B based on its disclosure or production of the Discloser’s Confidential Information in compliance with applicable law or a court order, and each Recipient shall, to the extent permitted under applicable law or court order, give the Discloser reasonable notice of any such required disclosure or production and an opportunity to attempt to preclude or limit the extent of such disclosure or production. Neither Discloser nor Recipient shall be deemed in breach of this Section Fifteen B based on its disclosure of this Agreement to its attorneys, accountants or other advisors, or subject to customary confidentiality arrangements any other party in connection with any contemplated or actual financing, business combination or sale or other strategic transactionInformation.

Non-Disclosure; Non-Use. Each Recipient Member shall protect and keep confidential all Confidential Information disclosed by the Discloser (and shall not disclose to any Person) all Confidential Information that is furnished by any other Member or its Affiliates, except that the foregoing restrictions shall not apply to any Confidential Information that (i) is in the public domain at the time of its disclosure or thereafter, other than as a result of a disclosure directly or indirectly by a Member or its Affiliates in contravention of this Agreement, (ii) as to any Member, was known, free of any obligation of confidentiality, by such Member or its Affiliates prior to the execution of this Agreement, (iii) has been independently acquired or developed by a Member or its Affiliates without violating any of the obligations of such Member or its Affiliates under this Agreement or (iv) was developed by or on behalf of the receiving Member without reliance on Confidential Information received hereunder. A Member may disclose Confidential Information to anyone except for employees the extent (x) that it relates to the Company to its financial and subcontractors of the Recipientother advisors, all of whom (i) shall have a lenders or potential acquirers who need to know such information Confidential Information for the purpose of performing the Recipient’s obligations evaluating any proposed financing or enjoying its rights under this Agreement and Disposition (ii) it being understood that such Persons shall bound be informed by confidentiality obligations at least as restrictive as the confidentiality provisions in this Agreement. In no event shall the Recipient use the Discloser’s Confidential Information for any use other than performing the Recipient’s obligations under this Agreement. Upon request such Member of the Discloser. the Recipient shall return or destroy confidential nature of the Confidential Information of the Discloser and all copies thereof. Each Recipient shall use at least the same level of care with respect be directed to maintaining the confidentiality of the Discloser’s treat such Confidential Information that it uses confidentially and in accordance with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care. No Recipient shall be deemed in breach of this Section Fourteen Paragraph B based on its disclosure 12.1) or production of the Discloser’s (y) a Member is requested pursuant to, or required by, applicable Law or by legal or regulatory process to disclose any Confidential Information in compliance with applicable law or a court order(including any request made by the NRC and/or DOE); provided, and each Recipient shallthat such Member will, to the extent permitted under applicable law or court orderlegally permissible and reasonably practicable, give provide the Discloser reasonable Company with prompt notice of any such required disclosure request or production requirement to enable the Company to seek an appropriate protective order or other remedy, and, at the Company’s sole expense, cooperate with the Company to obtain such protective order and an opportunity consult with the Company with respect to attempt taking of steps to preclude resist or limit narrow the extent scope of such disclosure or production. Neither Discloser nor Recipient shall legal process; provided, further that if such protective order is not obtained or the Company waives compliance with the provisions hereof, such Member will furnish only that portion of the Confidential Information which, in the opinion of its counsel, is legally required or requested to be deemed in breach of this Section Fifteen B based on disclosed and use its disclosure of this Agreement commercially reasonable efforts to its attorneys, accountants or other advisors, or subject to customary confidentiality arrangements any other party in connection with any contemplated or actual financing, business combination or sale or other strategic transactionensure that all Confidential Information that is so disclosed will be accorded confidential treatment.