Common use of Non-Disclosure Obligation Clause in Contracts

Non-Disclosure Obligation. Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation and agrees to be obligated to maintain the confidentiality of any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to this Agreement, (ii) any and all information concerning the Contract Documents, the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:

Non-Disclosure Obligation. Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will Each party agrees not to use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, which consent shall the Receiving Party agrees (a) not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidentialdisclose, except that Owner is authorized or permit its Affiliates to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builderdisclose, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection other than for purposes associated with the financing pursuit of the Plant VDA Program, Confidential Information, or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be obligated bound by the terms hereof, and the Receiving Party uses reasonable efforts to maintain cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of any information receivedsuch Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, (ii) any and all information concerning and/or the Contract Documents, expiration or termination of Agent’s engagement by the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:State.

Non-Disclosure Obligation. Except During the Term of this Agreement and for five (5) years thereafter (except in respect of trade secrets or Know-How for so long as required by court order, subpoena, such Confidential Information remains confidential or Applicable Lawnon-public), the Parties will hold in confidence, and will use only for Party receiving the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development Confidential Information of the Projectother Party (such receiving Party, any and all the “Receiving Party”) shall: (i) keep confidential, with at a minimum the same degree of care it would exercise to protect its own Confidential Information disclosed (and in no event less than a reasonable standard of care) to each other. Neither Party shall keep confidential the Confidential Information; (ii) not publish, make available or otherwise disclose to third parties any Confidential Information to any Third Party, without the express prior written consent of the other Party (the “Disclosing Party”); provided, which consent however, the Receiving Party shall have the right to disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including Sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and the performance thereunder, and are bound by confidentiality obligations with respect to such Confidential Information at least as restrictive as those contained in this Agreement; and (iii) shall use the Confidential Information solely in connection with the purposes of this Agreement (it being understood that this Section 9.1 shall not create or imply any rights or licenses not expressly granted under this Agreement). Notwithstanding the foregoing, the obligations of confidentiality and non-use with respect to any trade secret or to Know-How within such Confidential Information shall survive for so long as such Confidential Information remains confidential or non-public. (i) It shall not be unreasonably withheld. The Parties considered a breach of Section 9.1(a) if the Receiving Party discloses Confidential Information in order to comply with a lawfully issued court or governmental order, a requirement of Applicable Laws or the rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information (taking into account and considering Licensor’s capacity and available resources); and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall at all times only disclose those portions of the Confidential Information that it is legally required to disclose and shall use their respective reasonable efforts to keep obtain confidential treatment for the disclosed Confidential Information. This ARTICLE IX supersedes as of the Effective Date the confidentiality agreement executed by the Parties dated as of xxxx, 2024; provided however that all “Confidential Information” disclosed or received by the Parties and their Affiliates thereunder shall be deemed Confidential Information hereunder and information regarding shall be subject to the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation and agrees to be obligated to maintain the confidentiality of any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to this Agreement, (ii) any and all information concerning the Contract Documents, the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:.

Non-Disclosure Obligation. Except as required Unless otherwise agreed to in writing by court order, subpoena, or Applicable Lawthe Disclosing Party, the Parties will hold Receiving Party agrees (a) not to disclose the Confidential Information for a period of three (3) years following the Term of this Agreement; (b) to use the same degree of care and diligence to protect such Confidential Information from disclosure to others as such Party employs or should reasonably employ to so protect its own information of like importance (but in confidenceno event less than reasonable care); (c) not to use, and will use only reproduce or copy the Confidential Information, in whole or in part, except as necessary for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development evaluation or conduct of the Project, Proposed Relationship; (d) to comply with applicable data privacy laws in relation to processing any and all Confidential Information disclosed personal data that it has or gains access to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing Proposed Relationship; and (e) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Plant Confidential information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the Receiving Party's employees, consultants and agents (collectively "Receiving Party Representative") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or to enable them to advise performance of the Parties with regard to the Contract Documents and the ProjectProposed Relationship, provided that prior to such disclosure any party to whom Confidential Information is disclosed Receiving Party Representative is informed by the disclosing Party of the existence of this confidentiality obligation Agreement and agrees to be obligated bound by the terms hereof, and the Receiving Party uses best efforts to maintain cause the Receiving Party Representative to observe the terms of this Agreement. The Receiving Party can only disclose the Disclosing Party’s Confidential Information to a Customer if the Receiving Party has both of the following at the time the information is shared: (1) a non-disclosure agreement in place with that Customer and (2) written permission to share the information from the Disclosing Party. If iland is the Disclosing Party and the Receiving Party wishes to share iland Confidential Information with a Customer, the Receiving Party shall send the request for permission, which shall include the name of the Receiving Party’s Customer, to xxxxxxxxxx.xxxxxxxxxx@xxxxx.xxx. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request(s) to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of any information received. The term “such Confidential Information” will mean (i) confidential or proprietary information regarding , and in the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that event such protection is received from the other Party pursuant to this Agreement not obtained or the Parties’ relationship prior thereto or is developed pursuant to Disclosing Party waives compliance with the provisions of this Agreement, (ii) any and all information concerning the Contract Documents, Receiving Party agrees that it will furnish only that portion of the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:which it is legally required.

Non-Disclosure Obligation. Except as required Unless otherwise agreed to in writing by court orderthe Disclosing Party, subpoenathe Receiving Party agrees (a) not to disclose, or Applicable Lawpermit its Affiliates to disclose, the Parties will hold in confidenceConfidential Information, and will use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation Agreement and/or the discussions relating to the Proposed Transaction; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce or copy the Confidential Information, in whole or in part, except as necessary for the evaluation or conduct of the Proposed Transaction; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the Receiving Party’s Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”) which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the Proposed Transaction, provided such Receiving Party Representative is informed of this Agreement and agrees to be obligated bound by the terms hereof, and the Receiving Party uses best efforts to maintain cause the Receiving Party Representative to observe the terms of this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of any information received. The term “such Confidential Information” will mean (i) confidential or proprietary information regarding , and in the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that event such protection is received from the other Party pursuant to this Agreement not obtained or the Parties’ relationship prior thereto or is developed pursuant to Disclosing Party waives compliance with the provisions of this Agreement, (ii) any and all information concerning the Contract Documents, Receiving Party agrees that it will disclose only that portion of the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:which it is legally required to disclose.

Non-Disclosure Obligation. Except as required Unless otherwise agreed to in writing by court orderthe Disclosing Party, subpoenathe Receiving Party agrees (a) not to disclose, or Applicable Lawpermit its Affiliates to disclose, the Parties will hold in confidenceConfidential Information, and will use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation Agreement and/or the discussions relating to the Proposed Transaction; (b) to use the same degree of care and agrees diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce or copy the Confidential Information, in whole or in part, except as necessary for the evaluation or conduct of the Proposed Transaction; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the Receiving Party’s Affiliates or the employees, and legal and tax advisers of the Receiving Party or its Affiliates (each a “Receiving Party Representative”) which the Receiving Party reasonably and in good faith believes are needed to be obligated involved in the evaluation or performance of the Proposed Transaction, provided such Receiving Party Representative is informed of this Agreement and are bound by non-disclosure provisions similar to maintain the terms hereof, and the Receiving Party uses best efforts to cause the Receiving Party Representative to observe the terms of this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of any information received. The term “such Confidential Information” will mean (i) confidential or proprietary information regarding , and in the other Party’s business affairs, finances, technology, processes, plans or installations, product information, know-how, or other information that event such protection is received from the other Party pursuant to this Agreement not obtained or the Parties’ relationship prior thereto or is developed pursuant to Disclosing Party waives compliance with the provisions of this Agreement, (ii) any and all information concerning the Contract Documents, Receiving Party agrees that it will disclose only that portion of the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information which it is legally required to disclose and in doing so, will not include information falling into make every effort to secure confidential treatment of any of the following categories:materials disclosed.

Non-Disclosure Obligation. Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will Each party agrees not to use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the other Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, which consent shall the Receiving Party agrees (a) not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidentialdisclose, except that Owner is authorized or permit its Affiliates to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builderdisclose, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection other than for purposes associated with the financing pursuit of the Plant VDA Program, Confidential Information, or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any party to whom Confidential Information is disclosed is informed by the disclosing Party of the existence of this confidentiality obligation Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use reproduce or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a "Receiving Party Representative") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be obligated bound by the terms hereof, and the Receiving Party uses reasonable efforts to maintain cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of any information receivedsuch Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information which it is legally required to disclose. The term “Confidential Information” will mean (i) confidential or proprietary information regarding Parties obligation of confidentiality shall survive the other Party’s business affairstermination of the VDA Program, finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the other Party pursuant to this Agreement or the Parties’ relationship prior thereto or is developed pursuant to termination of this Agreement, (ii) any and all information concerning and/or the Contract Documents, expiration or termination of Agent’s engagement by the Agreement, or the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of the following categories:State.